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Crédit Agricole Corporate and Investment Bank Deutschland, Niederlassung einer französischen Société Anonyme

Frankfurt am Main

Jahresabschluss zum Geschäftsjahr vom 01.01.2018 bis zum 31.12.2018

Crédit Agricole CIB Deutschland

Registration Document 2018

CONTENTS

1. PRESENTATION OF CRÉDIT AGRICOLE CIB

1. Company History

2. Highlights 2018

3. Crédit Agricole CIB's business lines

2. ECONOMIC, SOCIAL AND ENVIRONMENTAL INFORMATION

1. Our CSR strategy: progressive actions driven by employees' involvement

2. Promoting an ethical culture

3. Incorporating climate change priorities

4. Helping our clients to meet their social, environmental and solidarity related challenges

5. Developing people and the social ecosystem

6. Promoting the economic, cultural and social development of the host country

7. Limiting our direct environmental footprint

3. CORPORATE GOVERNANCE

1. Board of Directors report on corporate governance

2. Composition of the Executive Committee

4. 2018 BUSINESS REVIEW AND FINANCIAL INFORMATION

1. Crédit Agricole CIB Group's business review and financial information

2. Information on the financial statements of Crédit Agricole CIB (S.A.)

5. RISKS AND PILLAR 3

1. Risk factors

2. Risk management

3. Basel III Pillar 3 disclosures

6. CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2018

1. General framework

2. Consolidated financial statements

3. Effects of the application of IFRS 9 at 1 January 2018

4. Notes to the consolidated financial statements

5. Statutory auditors' report on the consolidated financial statements for the year ended 31 December 2018

7. PARENT-COMPANY FINANCIAL STATEMENTS AT 31 DECEMBER 2018

1. Crédit Agricole CIB (S.A.) financial statements

2. Notes to the parent-company financial statements

3. Statutory Auditors' report on the financial statements Year ended 31 December 2018

8. GENERAL INFORMATION

1. Information about the Company

2. Statutory auditors' report on related party agreements and commitments Annual General Meeting held to approve the financial statements for the year ended 31 December 2018

3. Person responsible for the Registration document and for auditing the accounts responsibility statement

4. Statutory auditors

5. Cross-reference table

9. GLOSSARY

A WHOLE BANK JUST FOR YOU

As a trusted partner to its customers, Crédit Agricole has remained true to its enduring values of customer focus, accountability and solidarity for 125 years.

Crédit Agricole is committed to establishing long-term relationships with all its customers to support their projects, prepare for life's uncertainties and protect their interests.

It serves all customers, from low-income families to high net worth individuals, from local merchants to farmers and multinationals, committing to transparency, loyalty and straightforward information.

Its customer-focused universal banking model underpins an ambitious Customer Project focused on building comprehensive and lasting relationships. The synergy between Crédit Agricole's different businesses provides each customer with a diverse pool of expertise and a distribution model that delivers a 100% human, 100% digital banking experience.

The Group aims for excellence in customer relations to the benefit of all, with:

Crédit Agricole's Corporate Social Responsibility policy lies at the heart of its cooperative and mutual identity, and its ambition.

It actively addresses environmental and social issues by supporting progress and change.

Systematic integration of climate risk into its financing and investment strategies (for asset management and insurance), as well as the bank's increasing involvement in renewable energy projects and its support for customers transitioning to a low-carbon economy illustrate its commitment.

This policy is embodied by the engagement of its 141,000 employees.

GROUP ORGANISATION

More than 10 million mutual shareholders underpin Crédit Agricole's cooperative organisational structure. They own the capital of the 2,432 Local Banks in the form of mutual shares and they elect their representatives each year. More than 30,000 directors work in their best interests.

The Local Banks own the majority of the 39 Regional Banks' share capital.

The Regional Banks are cooperative regional banks that offer their customers a comprehensive range of products and services. Their sounding board is the Fédération Nationale du Crédit Agricole, where the Group's strategic vision and policies are discussed.

The Regional Banks together own, via SAS Rue La Boétie, the majority (56.3%) of the share capital of Crédit Agricole S.A. Working with its specialist subsidiaries, Crédit Agricole S.A. coordinates the various business lines' strategies in France and abroad.

Other specialised subsidiaries: Crédit Agricole Capital, Investissement & Finance, (Idia, Sodica), Uni-Médias

OUR BUSINESS MODEL:
TO BE YOUR TRUSTED PARTNER

CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK
A sound, responsible, committed bank to serve clients of the Crédit Agricole group

(financial institutions, corporates, mid-caps) by relying on its strong expertise in corporate, market, and investment banking and wealth management as well as its extensive client coverage and moderate risk policy.

Crédit Agricole S.A. at 31 December 2018 (% interest) ⁽¹⁾

Financial transactions between Crédit Agricole S.A. and its subsidiaries are subjected to reglemented agreement, as the case may be, that are mentioned in the statutory auditors' special report.

Internal mechanisms of Crédit Agricole Group (in particular between Crédit Agricole S.A. and the Regional Banks) are detailed in the registration document of Crédit Agricole S.A., in the paragraph "Internal financing mechanisms", in introduction of the consolidated financial statements.

⁽¹⁾ Direct % interest held by Crédit Agricole S.A. and its subsidiaries.
⁽²⁾ Owned by Crédit Agricole Group.

MESSAGE
from the Chairman and the Chief Executive Officer

Crédit Agricole Group's results for 2018 are very satisfactory and demonstrate the strength of our universal banking model. All business lines contributed to these results, in spite of a difficult economic environment in the markets. The Large Clients division accounts for nearly 35% of Crédit Agricole S.A.'s net result.

Through its daily commitment, in France and abroad, to serve large and medium-size companies and financial institutions, Crédit Agricole CIB is actively involved in Crédit Agricole's universal approach to financing the economy. Being a universal bank also means supporting our clients to provide answers to the great challenges of our times together. Among these, climate change is without a doubt one of the main challenges. Thanks to its long-standing experience, Crédit Agricole CIB has become a global leader in financing large environmental infrastructures throughout the world and issuing green bonds. Its pioneering position in this area also puts Crédit Agricole CIB at the heart of international climate discussions and allows it to introduce standardization initiatives and develop best practices.

For the next medium-term plan which will be announced on June 6th, we would like to amplify our Client Project by aiming for excellence in our relationships. We will place particular emphasis on helping our clients with their environmental issues by offering practical and suitable solutions for the energy transition. Finally, we want to develop and improve the technical and relationship skills of our employees who are in daily contact with our clients.

I know that Crédit Agricole CIB's expertise will be essential for the whole Group, in particular in the field of climate finance. I also know that the mobilization of all our members of staff is a strategic asset that will allow us to provide practical answers to all these challenges together.

PHILIPPE BRASSAC

Chairman of Crédit Agricole CIB's Board of Directors

Crédit Agricole S.A. Chief Executive Officer

In 2018, Crédit Agricole CIB achieved satisfactory results and maintained its positions in a challenging market. Commercial momentum was strong in most of its business lines, particularly in structured finance and commercial banking. Market activities experienced a particularly unfavourable environment in the fourth quarter and investment banking was adversely affected by a lacklustre market. Costs remained under control and this year's results benefited from a lower cost of risk with reversals of provisions recorded over three consecutive quarters. Crédit Agricole CIB's net income group share reached EUR 1.5 billion, a 7% increase compared to the previous year.

In 2018, we received many awards for our leading positions in project, transport, infrastructure, export and climate finance. These various awards confirm Crédit Agricole CIB's commercial prowess and are the result of a coordinated commercial approach.

Our business model is relevant: it is long-term and strong and makes us more resilient against market volatility. It is built around key guidelines that steer our daily actions: supporting our clients over the long term, financing the real economy, affirming clear values in terms of social and environmental responsibility and finally, maintaining a moderate risk profile.

In the coming years, we plan to stay on this course while adapting to the changes in our businesses triggered by new regulatory constraints that will reduce banks' profitability and by the digitalization of products and services that are already transforming our industry. To meet these major challenges, we will continue to focus on our clients, supporting them as best we can with their financing and investment needs. We will also adapt our organization and our product offering in the changing environment, while controlling our cost base and thus our profitability.

Going forward we will drive agility with determination and make the necessary adjustments required to make Crédit Agricole CIB the trusted partner of the corporate and financial institution clients of the Crédit Agricole group throughout the world. Every day our teams make the commitment to fulfil this mission.

1. PRESENTATION OF CRÉDIT AGRICOLE CIB

Income statement highlights

⁽¹⁾ Restated for loan hedges and impact of DVA running in NBI and tax in 2018, 2017 and 2016, restated for gains on the disposal of BSF as a proportion of equity method (EM) net income in 2017 and restated for execptional tax in 2017.
⁽²⁾ Including legal provisions in cost of risk in 2017 and 2016.

Balance sheet

Financial structure

Solvency ratio

Ratings

Distribution of net banking income

BREAKDOWN OF REVENUES BY BUSINESS LINES ⁽¹⁾

⁽¹⁾ Restated for loan hedges and impact of DVA running in NBI and tax in 2018, 2017 and 2016, restated for gains on the disposal of BSF as a proportion of equity method (EM) net income in 2017 and restated for execptional tax in 2017.

BREAKDOWN OF NET BANKING INCOME BY GEOGRAPHICAL AREA

Headcount at end of period

FULL-TIME EQUIVALENT

⁽¹⁾ Wealth management contributes to 3 219 in 2018, 3 014 in 2017 et 2 772 in 2016.

1. COMPANY HISTORY

2. HIGHLIGHTS 2018

2018 was characterised in particular by the rise in political risks which have weighed on economic prospects: trade war between the United States and China, uncertainties on the outcome of Brexit, risk of budgetary slippage in Italy. In France, the social climate became more tense in the last quarter (demonstrations by "gilets jaunes" affecting the country's growth, which will be revised down from 0.4% to 0.2%). The financial markets had a very volatile year with negative performance on all asset classes (bonds or equities, conservative funds, diversified funds etc.) notably due to the rise in rates in the United States and the reduction in the size of central banks' balance sheets.

In this context, the Bank reported a 4.3% ⁽¹⁾ fall in revenues year on year, punished in particular by its capital markets and investment banking activities, which suffered from adverse market conditions and continuing conservative risk profiles. Financing activities continue to grow with a good level of activity in all businesses.

Regarding the financing activities, Crédit Agricole CIB confirmed its position as a leader in aircraft financing ⁽²⁾ and moved from 7 ^th to 4 ^th place worldwide in project financing ⁽³⁾ .

In capital markets, the Bank is positioned top of the global rankings on supranational issues and gained 2.4 points of market share compared with 2017 ⁽⁴⁾ , carrying out significant operations, notably for the People's Republic of China.

Regarding investment banking, Crédit Agricole CIB is ranked 5 ^th in mergers and acquisitions in France ⁽⁵⁾ reflecting sustained activity throughout the year for M&A.

In addition, Crédit Agricole CIB confirmed its position in green financing and rose to number 1 worldwide as book-runner on Green Bonds ⁽⁶⁾ . In 2018, the bank led over 50 benchmark bond issues, including issues by La Poste, Prologis, Inter American Development Bank, ICBC and Bank of China. It also managed the first issue of green bonds by the Kingdom of Belgium, the first issue of social bonds by a company (Danone), and the first Euro Medium Term Notes (EMTN) programme for Société du Grand Paris.

In accordance with "Strategic Ambition 2020", Crédit Agricole's medium-term plan, the Bank has strengthened the Group's growth momentum by implementing a joint project with CA Italia in order to target Mid-Corporates in Italy and the development of Crédit Agricole CIB's Client Relationship Management tool in international retail banking. In addition, one of the initiatives of the Large Customers division regarding the development of Private Equity funds was successful in 2018. Crédit Agricole CIB also re-asserted its ambitions in terms of external growth with the acquisition of Banca Leonardo.

Regarding the long-term improvement of industrial efficiency at the Group level, the Bank was the main contributor to various projects: taking over the processes and workforce of the Bank Services Division (DSB), previously part of Crédit Agricole S.A, and the IT Services Management (MSI) activity by Global IT.

Crédit Agricole CIB always strives to best meet the expectations of its customers. International Trade and Transaction Banking services were expanded in order to cover all customer requirements following the takeover of Correspondent Banking activities.

⁽¹⁾ Underlying CIB
⁽²⁾ Source: Air Finance Journal
⁽³⁾ Source: Thomson Financial
⁽⁴⁾ Source: Thomson Financial
⁽⁵⁾ Source: Thomson Financial
⁽⁶⁾ Source: Bloomberg

3. CRÉDIT AGRICOLE CIB'S BUSINESS LINES

3.3 WEALTH MANAGEMENT

3.1 FINANCING ACTIVITIES

The Financing activities combine Structured Finance and Commercial Banking. The underlying net banking income ⁽¹⁾ is €2,487 million for 2018 which represents 56.4% of CIB underlying net banking income ⁽¹⁾ .

Structured finance

At 31 December 2018, Structured Finance business lines' underlying ⁽¹⁾ net banking income is €1,232 million for FY2018, which represents 49.5% of Financing activities underlying ⁽¹⁾ net banking income. The Structured Finance business (SFI) consists in originating, structuring and financing major export and investment operations in France and abroad, often backed with assets as collateral (aircraft, boats, business property, commodities etc.), along with complex and structured loans.

The Structured Financing business is historically a strong point of Crédit Agricole CIB with global top 5 rankings in certain products. SFI strives to maintain excellence in the quality of services delivered and to optimise consumption of RWA and liquidity whilst improving the rotation of assets and diversifying distribution channels.

ASSET FINANCE GROUP

♦ Aircraft and rail financing

Involved for more than thirty-five years in the aeronautics sector, and enjoying an excellent reputation in the markets, Crédit Agricole CIB has always preferred long-term striving to build lasting relationships with major airlines, airports and business related services to air transport (maintenance, ground services, etc.) to understand their priorities in terms of activity and funding requirements.

Present for several years in the rail industry in New York and Paris, Crédit Agricole CIB continues to expand its offering in Europe.

♦ Shipping financing

Crédit Agricole CIB has been financing ships for French and foreign ship-owners for thirty years and acquired solid expertise and a worldwide reputation. This business line supports a modern and diversified fleet of over 1,100 ships to an international clientele of ship-owners.

♦ Real estate and hotels

Crédit Agricole CIB's real estate and hotels department operates in 10 countries. Crédit Agricole CIB provides advice to real estate professionals and to companies and institutional investors that want to optimise the value of their properties.

ENERGY & INFRASTRUCTURE GROUP

♦ Natural resources, infrastructure and power

Crédit Agricole CIB provides financial advice and arranges nonrecourse credit for new projects or privatisations. The banking and bond financing that Crédit Agricole CIB arranges involves commercial banks as well as export credit agencies and/or multilateral organisations.

The project finance business operates in natural resources (oil, gas, petrochemicals, mines and metal bashing), electricity generation and distribution, environmental services (water, waste processing) and infrastructure (transport, hospitals, prisons, schools and public services).

The business operates worldwide, in a dozen of regional excellence centers.

GLOBAL FINANCE SPONSORS GROUP

♦ Acquisition finance

The Acquisition finance team is the result of collaboration between Commercial Banking and Investment Banking businesses. It offers private equity funds various tailored services covering all steps of their development (fund-raising, acquisition of target companies, buying and selling advice, IPOs, interest-rate and foreign-exchange products).

The team operates in Europe and in Asia.

♦ Global Telecom, Media & Technology

Crédit Agricole CIB advises and finances Telecom, Media & Technology companies for over thirty years. The Global TMT sector working together with all the bank's product teams to assist sector actors in their external growth projects or organic by providing their know-how on mergers and acquisitions and financing bank, bond or equity.

Commercial Banking

At 31 December 2018, Commercial Banking business line's underlying ⁽¹⁾ net banking income is €1,255 million for FY2018, which represents 50.5% of Financing activities underlying net banking income ⁽¹⁾ .

INTERNATIONAL TRADE & TRANSACTION BANKING (ITB)

Crédit Agricole CIB offers its clients, importers or exporters, financing and securing solutions for their international trade operations. The Export & Trade Finance business is based on a commercial network of specialists spread across nearly 30 countries.

Commercial Bank in France has products and services that rely on the expertise of specialised business lines of Crédit Agricole CIB as well as the capabilities offered by the networks of Crédit Agricole Group (Regional Banks, LCL) and its specialised subsidiaries.

More precisely, ITB offers domestic and international cash management, short and medium term trade finance, syndicated loans, leasing, factoring, supply chain, international trade (letters of credit, receipts, pre-financing export, buyer credits, forfaiting, etc.), domestic and international guarantees, market guarantees, and interest rates and foreign exchange risk management products.

The Bank also provides transactional commodity finance which offers funding solutions and secure payments related to short-term flows of commodities and semi-finished products. Our clients are major international producers and traders operating in the commodity markets, particularly energy (oil, derivatives, coal and biofuel), metals, soft and certain agricultural commodities.

CLIENT COVERAGE & INTERNATIONAL NETWORK (CIN)

The CIN pole provides coverage of large companies in France and abroad, and more specifically in France, coverage of midcap companies.

In terms of Islamic finance, Crédit Agricole CIB provides easy access to Sharia compliant solutions in many areas with a dedicated team in the Gulf.

The CIN division has a team dedicated to green banking which helps the bond issuing and financing businesses to structure transactions in compliance with CSR commitments. Crédit Agricole CIB is a global leader in the green bonds market.

DEBT OPTIMISATION & DISTRIBUTION (DOD)

Debt Optimisation & Distribution is in charge of the origination, structuring and arranging medium and long term credits for corporate clients and financial institutions.

Syndicated loans are an integral part of capital raising for large companies and financial institutions.

The DOD business line is a driving force in the distribution of syndicated loans with a view to optimising Crédit Agricole CIB's balance sheet.

The DOD business line is the starting point of new initiatives in terms of distribution: new asset class, new distribution channels including the partnership with CA Group Regional Banks.

⁽¹⁾ Restated for loan hedges and debt value adjustment (DVA) impacts for €23 million and €22 million, respectively.

3.2 CAPITAL MARKETS AND INVESTMENT BANKING

This business includes capital markets, as well as investment banking and the underlying ⁽¹⁾ net banking income is €1,922 million for 2018, which represents 43.6% of CIB underlying ⁽¹⁾ net banking income

Global Markets Division

At 31 December 2018, Global Markets Division business line's underlying net banking income ⁽¹⁾ is €1,427 million, which represents 74.3% of Capital Markets and Investment Banking underlying net banking income ⁽¹⁾ .

This business line covers all trading activities and the sale of market products intended for corporates, financial institutions and major issuers.

Owing to a network of 20 trading floors, including five liquidity centers in London, Paris, New York, Hong Kong and Tokyo, Crédit Agricole CIB offers its customers strong positions in Europe, Asia and the Middle East, a targeted presence in the USA, and additional entry points into local markets.

Global Markets Division (GMD) is organised around:

Global Investment Banking (GIB) and GMD put together their expertise and created the "Equity Solutions" team in September 2016. The main objectives rely on the extension of the range of Equity investment products, the fulfillment of the ambitions to develop "Strategic Equity Transactions" activity of GIB.

Treasury division

At 31 December 2018, Treasury business line's underlying net banking income ⁽¹⁾ is €212 million, which represents 11% of Capital Markets and Investment Banking underlying net banking income ⁽¹⁾ . The Treasury business line hierarchically reports to the Chief Financial Officer via Execution Management and functionally to the head of Global Markets division.

In 2018 the Crédit Agricole CIB and Crédit Agricole S.A. Treasury businesses joined forces to form a pooled team. The Treasury business now manages the liquidity risk of the Group whilst respecting the regulatory constraints in which the two legal entities operate.

The Treasury business ensures the sound and prudent daily management of the Bank's short-term liquidity, in accordance with the methods decided in the Asset & Liability Management Committees, in accordance with internal and external constraints (short term liquidity ratios, regulatory ratios, reserves).

The organisation of the Treasury business around 5 liquidity centres worldwide (Paris, London, New York, Hong Kong and Tokyo), 17 local Treasury departments and a central hub for private banking enables the short-term financing requirements of the Bank and of the recycling of liquidity surpluses to be continually optimised, in particular by central bank replacement.

This geographical location enables access to wide-ranging and diversified short-term financing, complementing the long-term refinancing provided by ALM.

The Treasury business also manages a portfolio of high quality liquid assets (HQLA).

The Treasury business is responsible for the Bank's short-term issuance programmes (New CP / CD / ECP etc.) and also for the process for contributing to the Euribor, Libor, CNHbor and Hibor indices.

Investment Banking

At 31 December 2018, Investment banking business line's underlying ⁽¹⁾ net banking income is €283 million for FY2018, which represents 14.7% of Capital Markets and Investment banking underlying net banking income ⁽¹⁾ . Investment banking business involves "all equity and long-term" financing activities for corporate clients of Crédit Agricole CIB and has four main segments:

PRIMARY EQUITY CAPITAL MARKETS

The Primary Equity Capital Markets business line is responsible for the advisory activities related to stocks and securities issuance giving rights to the share capital.

It is especially in charge of capital increases, secondary offerings as well as convertible bonds, exchangeable bonds and other hybrid products issues for the large and mid-cap primary markets.

STRATEGIC EQUITY TRANSACTION

Strategic Equity Transaction business is in charge of structuring and selling transactions involving equity derivatives (Corporate activity and Convertibles) in order to help corporate clients to manage their equity and long term financing.

This activity covers leveraged employee savings, share buyback programs, equity financing and stock options or investment securities hedging.

GLOBAL CORPORATE FINANCE

This business line gathers the activities dedicated to mergers and acquisitions, from strategy advisory services to transaction execution. It assists clients in their development with, advisory mandates for purchases and disposals, opening up capital to new investors and restructuring, strategic financial advisory services and advisory services for privatisations.

STRUCTURED AND FINANCIAL SOLUTIONS (SFS)

The Structured and Financial Solutions business line offers Crédit Agricole CIB's large customers tailored solutions with high added value in support of their complex financing operations. In particular, it makes it possible to find alternative financing solutions for traditional banking operations and capital market solutions.

SFS also realises receivables' financing, of which the "CICE" tax credit put in place by the French government.

⁽¹⁾ Restated for loan hedges and debt value adjustment (DVA) impacts for for €23 million and €22 million, respectively.

3.3 WEALTH MANAGEMENT

The Wealth Management, under the worldwide trademark of Indosuez Wealth Management since January 2016, offers a tailored approach allowing each individual customer to manage, protect and transfer their assets in a manner which best fits their aspirations. Our teams offer expert and first class services for the management of both private and business assets.

Since 2012, Wealth Management has been part of an entirely globalised and cross-functional organisation. This enables the best combination of the teams' know-how, and use of their synergies together in order to improve proximity to, and the experience of, an increasingly international clientele.

Indosuez Wealth management continues its digital transformation, with a view to consolidating the quality of its services, strengthening its efficiency and offering its clients excellence whilst respecting its values.

In France, the partnership which links Indosuez France and the regional banks (Caisses) is based on complementary approaches, and is a distinct advantage when it comes to satisfying the evolving expectations of wealthy clients of the Crédit Agricole group.

2. ECONOMIC, SOCIAL AND ENVIRONMENTAL INFORMATION

ENERGY TRANSITION

HUMAN RESOURCES

COMPLIANCE
THE COMPLIANCE TRAINING SYSTEM CONSISTS OF

1. OUR CSR STRATEGY: PROGRESSIVE ACTIONS DRIVEN BY EMPLOYEES' INVOLVEMENT

Some of the information not included in this document can be found in the Crédit Agricole CIB Corporate Social Responsibility (CSR) policy, which is published on the Bank's website. There you will find details about Crédit Agricole CIB's approach, its financing and investment policies and their implementation, the protection of customer interests and respect for ethics in business, its undertakings and actions as a responsible and committed employer, the management of the impacts of the Bank's operations and its policy on charities, sponsorship and supporting university research.

The following pages focus on the actions taken in 2018.

Although the developments below illustrate, for Crédit Agricole CIB, the implementation of the Crédit Agricole Group S.A. Vigilance Plan and the group's non-financial performance, this chapter is neither a report on the implementation of the Vigilance Plan, nor a declaration on the non-financial performance, both of which are presented in the Crédit Agricole S.A. registration document.

1.1 OUR APPROACH

Crédit Agricole CIB

Crédit Agricole CIB's CSR approach is based on that of the Crédit Agricole S.A. Group, with a focus on three ambitions:

The Bank has entered into stringent societal commitments which cover three priority areas: the fight against climate change, preservation of biodiversity and respect for human rights.

For several years now, these issues have been tackled by a three-part initiative:

In addition to controlling the Bank's direct environmental footprint, Crédit Agricole CIB seeks through this initiative to tackle societal objectives and help its clients overcome their social, environmental and solidarity related challenges.

Indosuez Wealth Management

Built and structured within a Business Line CSR Committee, the CSR strategy of Indosuez Wealth Management, a wholly-owned subsidiary of Crédit Agricole CIB, is based on 3 main pillars: Human Resources, Client / Product and institutional, or "social economy". The initiatives in place are reviewed and discussed at Business Line CSR Committee meetings, held every six months. The work is carried out within three working parties sponsored by a member of the Business Line Management Committee and involves employees from each of the Indosuez Wealth Management entities and the CSR representatives of these entities.

In line with the intention expressed by Crédit Agricole S.A. and the Group's commitment to the principles of the United Nations Global Compact, the Wealth Management division is working to embed sustainable development values at the heart of its business lines by way of a pragmatic approach which builds on the specific achievements made to date.

Furthermore, in each Indosuez Wealth Management entity (France, Monaco, Luxembourg and Switzerland), the CSR Managers are supported by a community of FReD contributors who play an active role in implementing action plans.

1.2 GOVERNANCE STRENGTHENED BY EMPLOYEES' INVOLVEMENT

Governance

Sustainable development challenges are taken into account by Crédit Agricole CIB in accordance with the general guidelines proposed by the CSR Department of Crédit Agricole S.A. and validated by the CSR Committee of the Crédit Agricole Group. They are the subject of two internal governance documents that define the framework.

The Sustainable Development division, which reports to the Corporate Secretary, proposes and coordinates Crédit Agricole CIB's sustainable development actions with the bank's business lines and support functions.

An ad hoc committee, the Committee for the Assessment of Transactions with an Environmental or Social Risk (CERES), chaired by the head of the Compliance function, acts as a top-level committee of the system for evaluating and managing environmental and social risks related to the activity. More specifically, this committee issues recommendations prior to the Credit Committee meeting for all transactions whose environmental or social impact it feels needs close monitoring. The CERES Committee validates the ratings of the transactions in accordance with the Equator Principles, issues opinions and recommendations on transactions classified as sensitive in respect of environmental and social aspects, and approves the CSR sector policies prior to their validation by the Strategies and Portfolios Committee.

The CERES committee met four times in 2018 to discuss issues such as: the review of transactions signed-off during the year and the approval of ratings according to the Equator Principles, the monitoring of sensitive transactions, approval of draft sector-wide policies prior to their presentation to the Strategies and Portfolio Committee, and the presentation of work carried out as part of the FReD plans.

In 2018, the CERES Committee specifically reviewed 43 transactions before they were sent to the Credit Committee, given their importance and the sensitivity of the potential environmental or social impacts identified. Its recommendations led in two instances to a decision not to pursue a commercial opportunity and in sixteen instances to impose special environmental and social risk management conditions.

Employees at the heart of the implementation

The model developed by Crédit Agricole CIB is based on the daily involvement of all employees as agents of sustainable development in their work, in order to assess and manage direct or indirect environmental risks.

Client managers and senior bankers are responsible for analysing environmental and social challenges related to their client portfolio. Whenever necessary, they call on the Sustainable Development team, and submit the most complex transactions from an environmental or social point of view to the CERES committee.

The gradual incorporation of sustainable development priorities into our operations (widening the scope of application of the Equator Principles, sector wide CSR policies, scoring of corporate clients, etc.) and our decision to make employees a central part of the strategy has led the Bank to step up training for employees to raise their awareness of CSR matters. The action plan aimed at strengthening the CSR culture, implemented in 2017, was extended in 2018 to international entities.

Significant Events in 2018

Roll-out of CSR in Nordic countries and sharing best practices

The Nordic countries are recognised as being very advanced in the area of sustainable development and CSR. The preservation of the environment is deep-rooted in these countries, which are pioneers in several social and societal areas (such as gender equality, promotion of diversity and prevention and treatment of disabilities). It was therefore perfectly natural that Crédit Agricole branches in Sweden and Finland implemented and strengthened Crédit Agricole CIB's CSR policy locally, with a view to making it a global project, helping to mobilise people internally and also in relation to external stakeholders. An initial part of the policy consists of actions aimed at reducing the direct environmental footprint of branches (energy consumed, fleet of vehicles, elimination of plastic).

Several initiatives to engage with various stakeholders (clients, students, chamber of commerce, administration etc.) have also been organised in relation to societal issues, with the Bank suggesting solutions.

Implementation of these initiatives has been facilitated thanks to the creation of a local CSR team and an ad hoc committee.

1.3 AN APPROACH FOCUSING ON ONGOING PROGRESS AND LISTENING TO OUR STAKEHOLDERS

The FReD approach

Crédit Agricole CIB and CA Indosuez Wealth Management are fully involved in the Crédit Agricole Group's FReD progress driven approach. For each participating entity, the process intended to strengthen CSR within the Group consists in 12 action plans focused on three key areas involving clients (Fides), employees (Respect) and the environment (Demeter). Specific and measurable objectives are defined for each plan, and the overall aim is to make yearly progress at an average rate of 1.5 levels on a four level progression scale (plans implemented before 2017 retain their five level scale).

In 2018, the average level of progress recorded by the 12 action plans of Crédit Agricole CIB was 1.75, comparable to the level reached in 2017.

In 2018, the average level of progress recorded by the action plans of the Indosuez Wealth Management Group was 1.69.

Relationships with stakeholders

We believe that listening to stakeholders is a basis for ongoing progress. Several meetings with non-governmental organisations took place in 2018. Crédit Agricole CIB also actively participated, in various forums, particularly the European Economic and Social Committee and in several days dedicated to climate finance in November 2018 in Paris.

Continuing the work started in 2017 as part of the Equator Principles association; Crédit Agricole CIB also played an active role in the process of revising the Equator Principles announced in November 2017, in particular by managing a working party on standards applicable to projects in developed countries.

2. PROMOTING AN ETHICAL CULTURE

The Crédit Agricole CIB group has adopted the Crédit Agricole group's approach to positioning ethics as one of its priorities. It promotes group initiatives which aim to exceed regulatory standards and establish an ethical culture.

2.1 DEVELOPING AN ETHICAL DIMENSION IN BUSINESS

The mission of the Compliance function is to contribute to the activities and transactions of the Bank and its employees respect legislation and regulations, internal and external rules, and the professional and ethical standards in banking and finance applicable to the Crédit Agricole CIB group's activities.

The code of conduct

En 2014, Crédit Agricole CIB launched several initiatives to strengthen the compliance and ethical culture. This initial work gave Crédit Agricole CIB, in 2015, a code of conduct consisting of a common foundation of 7 principles intended to align behaviours with the Bank's values and thus guide employees on a daily basis. More recently, the Crédit Agricole CIB group joined the Crédit Agricole group approach by adopting the Group Ethical Charter. This year Crédit Agricole CIB reviewed its code of conduct to take account of and set out all of the themes of the Ethical Charter, and the Wealth Management business line has written and distributed its own code of conduct. These codes of conduct aim to:

Training of directors and managers

In accordance with the guidelines of the European Banking Authority and the provisions of the French Monetary and Financial Code, Compliance officers train members of the Board of Directors in current regulatory issues.

Members of the Crédit Agricole CIB Board of Directors are thus trained in compliance issues on a yearly basis. In 2018, Board members were made aware of recent regulatory developments, particularly in relation to international sanctions, measures to combat money laundering and the financing of terrorism, competition law and measures to fight corruption. At the same time, compliance training courses were also made available, with summaries of the main issues in the area.

The Holding company of the Wealth Management business line, although not subject to the requirements of the authorities, has applied the system proposed by Crédit Agricole S.A. Group. Consequently every year members of the Board of Directors of the Holding company are trained in compliance issues.

Deploying a responsible compliance policy

FIGHTING CORRUPTION

The Crédit Agricole CIB group applies, at the highest level, a zero tolerance policy for any unethical behaviour in general, and any risk of corruption in particular. This policy illustrates the group's long-standing commitment to business ethics, a key element of its corporate social responsibility policy. It fits well with the compliance and financial security programmes of the Crédit Agricole Group, aiming to ensure transparency and loyalty to customers, to contribute to the integrity of financial markets and to combat money laundering and fraud.

The group's commitment to fighting corruption is reflected in the BS 10500 certification obtained in 2016, and then the award to the Crédit Agricole Group in 2017 of the ISO 37001 international standard for its anti-corruption system. The latter recognises its determination and the quality of its corruption prevention programme. It proves that corruption risks have been correctly identified and analysed and that the programme has been designed to limit these various risks, applying the best international practices. This certification covers all the business lines and support functions of the Crédit Agricole CIB group.

Against the backdrop of increased legal obligations for fighting corruption, in 2018 Crédit Agricole CIB initiated an action plan in order to implement "the measures aimed at preventing and detecting corrupt practise", as referred to in article 17 of the so-called Sapin 2 law of 9 December 2016 on transparency, fighting corruption and the modernisation of the economy. Existing systems for fighting corruption have been strengthened by the implementation of the recommendations of the French Anti-corruption Agency (AFA). The Group has implemented specific governance to develop the behaviours to be adopted in order to avoid any lapses in probity. Crédit Agricole CIB has thus written and distributed an anti-corruption code of conduct.

PREVENTING FRAUD AND CYBER CRIME

Crédit Agricole CIB continues to strengthen its systems for preventing internal and external fraud, against the backdrop of increased frequency and growing complexity of fraud, particularly through cyber crime.

Correspondents of the anti-fraud division within the business lines and support functions are regularly trained in risk elements. Warning and vigilance messages are sent to all employees, primarily via the Crédit Agricole CIB Intranet site. Targeted prevention actions are undertaken to advise and support employees in their choices and to help them to reconcile issues relating to ethics, professional behaviour, objectives and obligations. These actions enable a culture of probity to permeate all levels of the company; the controls and procedures associated with any lapses provide an appropriate management of any behaviours which may harm, directly or indirectly, clients, the bank and its employees.

FIGHTING MONEY LAUNDERING AND THE FINANCING OF TERRORISM

The Compliance Department of the Crédit Agricole S.A. group is responsible for the implementation by the group as a whole of a financial security system, consisting of a set of measures aimed at fighting money laundering and the financing of terrorism, as well as ensuring compliance with international sanctions.

The Crédit Agricole Group has taken into account the requirements of the transposition into French law of the fourth European directive 2015/849, approved by the European Parliament on 20 May 2015, on preventing the use of the financial system for money laundering and the financing of terrorism. A risk mapping was done and implemented by all the Group's business lines, within the framework of the vigilance system adapted to the level of the identified risk, both when entering into relationship and during the entire business relationship.

Therefore, when entering into any relationship, the required client ID checks are a first filter to prevent money laundering and the financing of terrorism. This preventative measure relies on knowledge of the client and of the beneficial owners, completed by data research through specialised databases. It also takes into account the purpose and intended nature of the business transaction. During the business relationship, there is an appropriate vigilance proportionate to the identified level of risks. For that purpose, the Group's employees may use computer tools for client profiling and for detecting unusual transactions.

The fight against the financing of terrorism and the system for ensuring compliance with international sanctions means, in particular, a constant screening of client files, both when entering into the relationship and during the relationship, with a list of sanctions as well as the monitoring of international transactions.

Despite the computer tools available, human vigilance remains essential so all employees exposed to these risks are periodically trained in the fight against money laundering and the financing of terrorism, and compliance with international sanctions.

REPORTING COMPLIANCE MALFUNCTIONS

The entire compliance system (organisation, procedures, training programmes) creates an environment conducive to the strengthening of ex ante control. Nonetheless, when preventive measures fail and a malfunction occurs, Crédit Agricole CIB has specific procedures in place to ensure that these malfunctions are:

The centralisation of malfunctions through the reporting process, described in a specific governance text, makes it possible to measure, at the highest level of the company, the Crédit Agricole CIB group's exposure to the non-compliance risk. Therefore, when an employee reasonably establishes the existence of a malfunction in the field of compliance, he must tell his supervisor who informs the operational heads and the Compliance, Permanent Control and Legal functions depending on the subject. The system is completed by a whistleblowing mechanism allowing any employee, if they find an abnormality in the treatment of a malfunction which they consider is due to a deficiency of, or pressure exercised by, their manager, or if they think they are being submitted to pressure, active or passive, that may lead them to cause a dysfunction or to conceal it, to inform their compliance manager and/or, if they so wish, their manager's direct superior of the situation. In 2018, the Crédit Agricole CIB group participated in the project to strengthen the whistleblowing system by deploying, as a pilot entity, a new tool which allows employees to report alerts in a confidential and secure manner. This tool also enables the confidentiality of the facts reported, any people involved and conversations which may occur between the whistle-blower and the officer responsible for processing the alert, to be ensured.

The state of the dysfunction is monitored by the Global Compliance Department which will submit it to the Compliance Management Committee.

SPREADING THE COMPLIANCE CULTURE

The Crédit Agricole S.A. Compliance Department has developed a training programme covering Compliance issues. This programme has been delivered by human resources to all Crédit Agricole CIB Group employees.

At the same time, the Crédit Agricole CIB Compliance Department's units with expertise in various topics provide both e-learning and classroom training in their area of expertise to targeted groups. In addition, the annual Affirmation Campaign reminds employees of their main Compliance obligations.

A continuous training action plan, which mostly involves e-learning, improves employee awareness of all Compliance and Financial Security issues, which are constantly changing.

MANAGEMENT OF ACTIVITIES AND PRODUCTS DISTRIBUTED

The Crédit Agricole CIB group designs and distributes new products, activities and services for its customers, in a secure manner thanks to the implementation of a management system for this process called "NAP Committee" (New Activities / New Products). Any new product, activity or service must go through the NAP process so that all support functions can analyse them. In this way, any product, activity or service envisaged is approved by an NAP committee whose decision is based on an analysis of all risks and a confirmation of its compliance with regulations as well as the group's strategy.

The NAP committee process also involves a CSR analysis and the systematic provision of a legal and compliance opinion.

Implementing a transparent lobbying policy

Crédit Agricole CIB acts within the framework of the Crédit Agricole S.A. Group policy.

As a result of the entry into force of the Sapin II Law, Crédit Agricole CIB Group introduced a system in 2017 to bring its Directors and interest representatives into line with the reporting obligations.

2.2 SERVING CLIENTS

Protecting clients and their interests is central to Crédit Agricole CIB's concerns. In this regard, the group does everything it can to protect its clients' data and listen to their opinions.

Protecting data

Protecting data and using it correctly, in the interests of clients, the Bank, its employees and partners have always been major concerns for the Crédit Agricole CIB group.

In 2017 the group adopted the Crédit Agricole Group's Charter on the "Use of Personal Data", then the following year adapted its system in France and abroad in accordance with the General Data Protection Regulations which came into force in May 2018.

Another strong sign of this commitment is Crédit Agricole CIB's deployment, during an initial stage in France, of its NSU (New Solutions and Uses) system. This system aims to pro-actively manage the risks (compliance, legal, IT security and operations risks) associated with the implementation of new data solutions or new uses of data. It offers all Business Lines and Support Functions a secure framework for the digital transformation, innovation and the use of new technologies.

Ensuring quality relationships

One of the principles of the Crédit Agricole CIB group is to develop long-term relationships with its clients based on trust and transparency.

In this regard, Crédit Agricole CIB has implemented a secure process for starting these relationships and managing the sale of market-badsed products. The protection of customers is based on a complete customer classification system which not only involves applying the MiFID rules applicable in the European Economic Area, but also worldwide after an internal process called " Internal suitability rating ". This system forms part of the sales process, in particular so that the financial instruments offered to customers are in line with their risk awareness.

Furthermore, Compliance pays particular attention to the commercial margins on market-based products and to the documentation intended for client information, while continuing to file and retain the underlying data appropriately.

In addition, to support its clients' evolving needs, the Bank has set up an NAP (New Activities and Products) system which ensures that products and activities are appropriate to the customer profile. Finally, in order to meet the new product governance obligations imposed by MiFID 2, in early 2018 Crédit Agricole CIB set up a taxonomy for all products handled by the Bank with its customers, and in parallel with the NAP system, a new MiFID 2 product files committee was set up with a view to systematically defining, prior to any transaction, the target market for each of the new products offered by Crédit Agricole CIB to its customers.

Complaints

The Bank constantly strives to improve its customer protection measures by continuing to finetune its complaints follow-up system. These complaints have to be systematically recorded, communicated to a Complaint Correspondent appointed in each department of the Bank, then replied to within ten days and processed within two months.

2.3 TAX POLICY

The Crédit Agricole CIB Group monitors the commitments made by the Crédit Agricole S.A. Group in the area of prevention of the risk of tax fraud by its customers, prospects or suppliers, since tax practices represent an important element of corporate social responsibility. In this regard, the Crédit Agricole CIB Group ensures compliance with all countries' fiscal regulations (ETNC, FATCA, AEOI, etc.). It also provides no help or encouragement to customers, prospects and suppliers with infringing tax laws and regulations, nor does it facilitate or support transactions where tax efficiency is based on the non-disclosure of facts to the tax authorities. In this regard, the Crédit Agricole CIB Group relies on a system to prevent facilitating tax fraud which is incorporated into the fraud and corruption prevention system.

As part of its global strategy, after having supported its customers in compliance with their tax duties under the Automatic Exchange of Information set up within the European Union, the Wealth Management business line extended the scope of this initiative to the countries who had adopted exchange agreements.

The standard requires financial institutions based in countries that have adopted the standard to identify account holders who are tax residents of a country with which an information exchange agreement has been entered into, and to report information annually (contact information of the account holder, account balances, income received) to their country's tax authorities.

The Indosuez Wealth Management Group has a basic rule of only working with customers who meet their tax obligations. Wealth Management therefore intends to base itself primarily on the systems in place in the different countries (the Automatic Information Exchange systems in particular) to deal with the issue of customer Tax Compliance (booking centres available to AEI countries, selection of customers living in these countries).

Being responsible along the entire chain

A governance document describes the procurement function's general operating principles at Crédit Agricole CIB, within the framework of Crédit Agricole S.A. Group's Procurement Business Line. These rules apply to all purchases made by Crédit Agricole CIB units. This document emphasises the need to include, to the extent possible, a company from the disability friendly sector in the list of subcontractors and suppliers. The MUST RSE (MUST CSR) programme applied to purchases made by Crédit Agricole Group has made it possible to manage legal, financial and reputational risks by applying best practices in order to forge balanced relationships with suppliers. A number of achievements have been made as a result of this programme, namely:

In addition, the centralisation and processing of supplier invoices in an electronic workflow brought improvements in our suppliers' invoice payment chain and faster invoice processing times.

All the buyers have had training on the issue of human rights in the value chain.

The Indosuez Wealth Management group is continuing its policy launched in 2016 consisting of a "Responsible Purchasing" governance and policy which is clear, homogeneous and in line with the Crédit Agricole Group S.A. strategy.

The responsible purchasing policy's defining issues and priorities include Human Rights, Industrial Relations and Working Conditions, the Environment, Fair Business Practices, Diversity and Communities and Local Development.

3. INCORPORATING CLIMATE CHANGE PRIORITIES

This year, as in 2016 and in 2017, the steps taken to integrate climate change challenges are presented according to the five "Main-streaming Climate Action within Financial Institutions" principles signed at the COP21 climate conference in Paris by a group of multilateral, development and commercial banks, which included Crédit Agricole.

These five principles provide encouragement to:

3.1 PURSUING A CLIMATE FRIENDLY STRATEGY

Crédit Agricole CIB has drawn up a climate policy which reflects the different climate challenges identified:

This policy was published in 2017 in the document presenting our CSR policy "Crédit Agricole CIB, a useful and responsible Corporate and Investment Bank".

This policy reflects the high level of involvement of the decision-making bodies and is part of the various commitments of the Crédit Agricole Group and its corporate and investment bank in this area since the adoption of the Climate Principles in 2008.

The policy includes:

Significant Events in 2018

CSR sector policies and fossil fuels

Crédit Agricole CIB revised its CSR sector policy in the area of oil and shale gas in April 2018. This revision aims to exclude the financing of fossil fuels associated with excessive fugitive methane emissions.

This development completes the general policy of withdrawing finance from coal-related activities (begun in 2015 and completed in 2016) and from the worst performing fossil fuels in energy terms and those which are most dangerous for the environment (oil sands, extra-heavy oil, oil projects in the Arctic etc.) published in 2017.

3.2 MANAGING OUR CLIMATE RISKS

For a number of years, Crédit Agricole CIB has undertaken work designed to better understand and manage climate risks:

Measuring and mapping climate challenges

Since 2011, Crédit Agricole CIB has used a procedure to calculate greenhouse gas emissions said to be financed by a financial institution. The procedure was developed at its request by the Chair in Quantitative Finance and Sustainable Development at Paris Dauphine University and École Polytechnique. This innovative P9XCA methodology has, since 2014, been recommended for corporate and investment banks in the financial sector guide to "Conducting a greenhouse gas emissions audit" published by the Agency for Environment and Energy Management, the Observatory on Corporate Social Responsibility and the Bilan Carbone Association.

It enables Crédit Agricole CIB to calculate, without multiple counting, the order of magnitude of the emissions financed and map them according to sector and geographical location. Greenhouse gas emissions are allocated to economic players according to their capacity (and their economic interest) to reduce them according to an allocation described "by issue" as opposed to the usual allocation "by scope" (see sectoral guide). This methodology gives us a sectoral and geographical mapping of the carbon issue which has guided the choice of sectors of the bank for the development of sectoral CSR policies and has been used in methodologies and calculations linked to the transition climate risk presented below. Certain methodological adjustments were made in 2018 in parallel with the revision of emission factors. These changes are presented in part 3.4 (see box).

Furthermore, mapping of the challenges linked to physical climate risk is under way, combining sector based and geographical vulnerability indices.

Scenario and materiality of climate risks

In line with the recommendations of the Task force on Climate-related Financial Disclosures (TCFD), sensitivity to climate risks was assessed in 2017 within the framework of various scenarios. The four scenarios tested in 2017 stand out due to the scope of the mitigation measures and the gradual nature of their implementation. These scenarios identify three timescales: short term (before 2020); medium term (From 2020 to 2030) and long term (after 2030). They are outlined briefly below.

Each scenario led to a climate trajectory and to a carbon price level in line with the scope of the mitigation measures. Research has therefore been carried out into the potential impact on the profitability of companies which are Investment Banking clients both as regards the physical climate risk and the transitional climate risk. Regarding the physical risk, the average potential impact on the added value of companies has been considered to directly reflect the impact of global warming on global revenues as generally estimated (without taking into account, at this stage, the different impacts according to sector and country).

For the transitional risk, the potential vulnerability of companies was assessed using the emissions allocated to the economic players in the sectors and countries defined in P9XCA (in the by challenge version) and correlated with their added value. Valued at the carbon price selected for each scenario, these emissions make it possible to provide an initial economic assessment of the carbon challenge for each macro sector and country. Based on several studies concluding that a controlled energy transition would not damage growth (see below), it was believed that the carbon challenge would impact companies differently depending on their ability to anticipate and therefore the rate of progress to implement measures to adapt to this risk.

These calculations are by necessity approximate but provide insight into the orders of magnitude and make it possible to compare the potential impacts on sectors and countries depending on the scenarios and time-scales used. The calculations show the transitional climate risk in the "sudden progress" scenario as the main medium-term risk, while underlining the strong increase in the physical climate risk over time, notably in the scenario involving no new mitigation measures.

They also provide an initial macroeconomic insight into climate risks by highlighting the main risk areas (sectors and countries) according to the various scenarios and time-scales. For the medium-term transitional risk, identified as the main potential risk, a complementary microeconomic approach has been developed which seeks to differentiate it at individual counterparty level.

Transition risk index

For financial players, the transitional climate risk arises mainly from the uncertain return from their customers' investments and changes in the financial models which result from the changes in the economic environment brought about by initiatives against global warming (introduction of a carbon price, regulatory changes). An OECD study published in May 2017, "Investing in Climate, Investing in Growth", concluded that a controlled energy transition is favourable to the economic growth of the G20 countries, backing up the conclusions of a study by the French Environment and Energy Management Agency (ADEME) in 2016 (An electricity mix from 100% renewable sources? Technical summary and macroeconomic evaluation summary) for France. It would seem, therefore, that the impact of the energy transition will not necessarily be negative for economic players. Rather, it will be important to be able to identify the winners and the losers in this major change. The potential impact of the energy transition on the financial performance of a company would therefore seem to depend on both the potential sensitivity of the company to the transition (due to its business sector and geographical location) and its ability to manage the transition (level of anticipation and strategy).

The economic player's potential sensitivity to the transition challenge depends on how much pressure it is under. This, in turn, depends on the extent to which it operates independently of the measures it puts in place.

It is a measure of the extent of the potential positive or negative impact of the energy transition for the economic player, which can be described as a combination of two factors: the extent to which the challenges will affect the sector, based on the sector's carbon intensity; and the importance the country in question places on reducing greenhouse gas emissions.

The ability to manage the transition challenge determines whether or not the economic player has the right strategy and has taken the right measures to enable it to gain from the energy transition. It seems to us that this level of "maturity" should be assessed relative to the business sector, across all geographical locations.

A medium-term transition risk index has therefore been calculated since 2017 for the Bank's corporate customer groups using a combination of three factors:

For each customer group, the transition risk index is calculated by adding together these three factors. The index is positive when the counterparty demonstrates above average preparedness and is negative if it does not. The more the customer stands out from its peers, the more the sector is considered to be at risk, and the more the country has committed to a rapid energy transition, the higher the absolute value of the index.

Thus, a player in the Energy or Transport sectors in a country committed to significantly lowering emissions will have more to gain or lose than a player in a sector which is less affected in a country with lower greenhouse gas reduction demands. The extent to which this actor is affected will depend on its ability to adapt its strategy and economic model to the new situation.

Reducing climate risks

The CSR sector policies are the first line tool for managing environmental and social risks, particularly the transitional climate risk. These policies cover the macrosectors of energy and transport, which account for over 80% of the carbon footprint caused by our finance. In particular, the policies on fossil fuels do not usually include transactions relating to activities which seem the least compatible with the developments expected in light of the energy transition and thus potentially the most risky as regards the transitional climate risk.

The transitional risk index completes this approach by making it possible to identify customers for which additional analyses seem necessary in view of their exposure to the transition risk and management of this risk. This approach applies to all sectors and all countries.

3.3 PROMOTING SMART CLIMATE OBJECTIVES

Financing the energy transition represents a major societal challenge, as highlighted in the latest assessment report by the Intergovernmental Panel on Climate Change (IPCC). The IPCC estimates the volume of climate related financing at approximately USD 350 billion per year, with most of this amount targeting mitigation measures. The private sector accounts for approximately two thirds of the total financing.

Crédit Agricole CIB actively contributes to meeting this objective:

Project finance

Financing renewable energies is an integral part of Crédit Agricole CIB's strategy, and the Bank is a leading provider of such project financing. The Bank first entered this sector in 1997 by financing the first wind farms, and in 2008 it financed a solar energy project in Spain. The Project Finance business line has financed a total of 435 wind farms generating more than 24,000 MW and 1,006 solar farms representing almost 9,000 MW in installed capacity (including 993 photovoltaic plants for 8,300 MW and 13 solar thermal power plants for 650 MW).

Green bonds and Sustainability bonds

Green bonds can play a prominent role in steering bond markets toward financing initiatives that help fight climate change. In addition, social and environmental bonds, also known as Social and Sustainability Bonds, create a link between market products and the infrastructures needed to build a more equitable society. They also provide investors with specific indicators on the financed projects as well as their social impacts and environmental benefits. A growing number of investor clients value this information and the additional commitment by issuers.

Committed to this market since 2010, with the creation of a dedicated team, Sustainable Banking, Crédit Agricole CIB is consolidating its leading position as an arranger on the Green bonds, Social bonds and Sustainability bonds market on a global scale, and is arranging numerous transactions on its own account (see following part).

Crédit Agricole CIB was also instrumental in introducing several major innovations to this market:

The Green bond, Social bond and Sustainability bond markets continued to grow in 2018, with highlights including the inaugural issue by the Kingdom of Belgium, the second major sovereign issuer of Green Bonds after France, with the support of Crédit Agricole CIB which participated in the structuring.

2018 was also marked by the announcement of the European Commission's Action Plan for Sustainable Finance aiming to support the development of responsible finance, including the Green Bond market. The first phase in 2018 was based on the work of the Technical Expert Group (TEG). The manager from the Crédit Agricole CIB Sustainable Banking team is a member of the TEG and represents the European Association of Cooperative Banks.

Finally, Crédit Agricole CIB remains committed to governance of the Green Bond, Social Bond and Sustainability Bond markets. The Bank is a founding member of the Green Bond Principles and an active member of the Executive Committee of this financial market initiative. The Bank is also behind the Social Bond Principles, the governance of which has been incorporated into that of the Green Bond Principles.

In a determined effort to support the development of this market and educate all parties, in 2018 the Bank either organised or participated in numerous international green bond and sustainability bond events, particularly in Asia in Tokyo and Hong Kong.

Liquidity green supporting factor

To support its business lines in this area, Crédit Agricole CIB enables climate change projects to benefit from more favourable internal costs for accessing funds. This makes it possible to offer attractive conditions to investors, thus increasing the amount of responsible finance.

Indosuez Wealth Management

As part of its socially responsible investment policy in Wealth Management, Indosuez Wealth Management has created a "Carbon Impact" rating and selects specific thematic funds ("Low Carbon", energy transition etc.).

3.4 IMPROVING OUR CLIMATE RESULTS

Since 2011, in addition to the standard greenhouse gas (GHG) calculations shown in the "Limiting our direct environmental footprint" section, an estimation of the Bank's financing and investment carbon footprint is now in place, using the P9XCA methodology. This calculation showed an indirect carbon footprint about one thousand times higher than the total operating emissions estimated for Crédit Agricole CIB, reflecting the carbon intensity of activities financed and corresponding to the Bank's active role in the financing of the world economy.

The calculation made every year from 2011 to 2017 with the original emission factors shows a falling trend. Since annual variations were considered weak in relation to the precision of the calculation, it was decided to only publish annually the order of magnitude found, namely 100 Mt equivalent of CO₂. In 2018, all of the parameters were updated, leading to new emission factors and certain adjustments in methodology. The new order of magnitude, on the basis of the amounts outstanding at 31 December 2018, was 60 Mt equivalent of CO₂, i.e. a carbon intensity in the order of 250 t of CO₂per million euros of financing. The main factors explaining this development are presented in the box below.

The CSR sector policies and the transition risk index help both reduce the climate risks of Crédit Agricole CIB (see above) and improve climate related results. The transition risk index makes it possible to develop a generalised consideration of this matter across all sectors and countries. Reflecting the positioning of each customer as regards the energy transition, this approach appears to be both more precise and more relevant than one that is only based on successive sector based exclusions.

While it may seem difficult to measure the alignment of the Bank's operations with the Paris climate agreement or a particular climate scenario, given the number and variety of operations and customers, good climate finance performance bears witness to the positive work done by Crédit Agricole CIB in this area.

In terms of number of loans, renewable energy represented over 64% of electricity generation project finance in 2018.

In 2018, Crédit Agricole CIB also arranged USD 48.1 billion in Green Bonds, Social Bonds and Sustainability Bonds for its major clients. The Bank received recognition for the fifth consecutive year (2014, 2015, 2016, 2017 and 2018) from Global Capital for its Green Bond origination efforts and was named "SRI Bond House of the year" by the IFR review in 2015, 2016, 2017 and 2018.

Crédit Agricole CIB arranged 43.3 billion euros billion in transactions relating to the energy transition in 2018. The target in structuring €100 billion in new climate related financing by the end of 2020, an objective announced at the COP23 climate conference has then been exceeded, the aggregate amount since the end of 2015 currently stands at 114.3 billion euros at December 31, 2018. The Bank's success on the Green and Sustainability Bonds market in 2016 and the end of 2018 was one of the major factors in achieving this objective.

Significant Events in 2018

Updating of the P9XCA emission factors

The emission factors are down overall by in the order of 30% in 7 years with strong regional and sectoral dispersion. The reduction is thus in the order of 60% for strongly growing economies such as China and India and very slightly up for Japan.

Changes in emission factors are the result of the combination of several factors:

Whilst greenhouse gas emissions have continued to grow globally, the carbon intensity of the economy does appear to be improving and the average fall of the carbon intensity per euro of financing is 30%.

At the methodological level, the question of a partial allocation of emissions to consumption has been considered. The development of a differentiated offer in terms of carbon content (energy classes in the home, electric cars etc.) could justify such a development. However, the complexity of the subject and the absence of reliable data which can be used at a global level have contributed to the current convention (of allocating all global emissions to production activities) being maintained.

Since the Debt + Equity / Added value ratio has been unstable over time, the average of this ratio for the period 2008-2015 was chosen. This was the main methodological adjustment made when emission factors were updated.

3.5 REPORTING ON OUR CLIMATE ACTION

Financial institutions, particularly in the private sector, are faced with a major dilemma regarding the disclosure of their actions. On the one hand, they are bound by a duty of confidentiality towards their customers. On the other, public interest groups continue to demand greater transparency and comparability. Other major hindrances to accurate reporting of actions performed are the large numbers of customers and transactions, the low relevance of international economic classifications to climate issues and the wide range of bank loans.

Crédit Agricole CIB is nevertheless making major efforts in terms of transparency by publishing its environmental and social evaluation and exclusion criteria in its sector wide CSR policies and presenting its climate risk assessment approach and tools. In a spirit of Corporate Social Responsibility, this transparent approach meets the recommendations of TCFD and the requirements of Article 173 of the law on energy transition for green growth.

Crédit Agricole CIB encourages its customers to also engage in this transparency approach. This is embodied in the Equator Principles, which contain an obligation for customers to publish certain information. This is also true of the Green Bond Principles, which aim to increase transparency on the market by encouraging issuers to regularly publish their reporting on fund allocation and on environmental and social impact measures for financed projects. Talks are underway intended to further improve the Bank's reporting on climate action.

4. HELPING OUR CLIENTS TO MEET THEIR SOCIAL, ENVIRONMENTAL AND SOLIDARITY RELATED CHALLENGES

Helping our clients to meet their social, environmental and solidarity challenges is an essential component of our CSR approach. We primarily achieve this by:

4.1 OFFERING DEDICATED FUNDS TO FINANCE ENVIRONMENTAL PROJECTS: GREEN NOTES

Concept - Description

In 2013, Crédit Agricole CIB developed a new product: the "Crédit Agricole CIB Green Notes". The Green Notes are bonds or any other financial instrument issued by Crédit Agricole CIB whose funds raised is dedicated to funding environmental projects.

In 2018, Crédit Agricole put in place a "Green Bond Framework" to serve as a common framework for all the Group's issuing entities, including Crédit Agricole CIB, for their respective Green Bond issues. This framework, which enabled Crédit Agricole S.A. to successfully launch its €1 billion inaugural issue of Green Bonds on 28 November 2018, is set to replace, from 2019 onwards, the existing Crédit Agricole CIB Green Notes Framework.

For its Green Notes, Crédit Agricole CIB has followed the principles laid down by the Green Bond Principles which are voluntary principles for the formulation of green bonds and for market guidance. Green Bond Principles are offered by the major green bonds arranging banks, including Crédit Agricole CIB.

Crédit Agricole CIB's Green Notes are presented based on four structuring lines, defined by the Green Bond Principles:

The implementation of the Green Bond Principles is described on the Bank's website (www.ca-cib.com).

Second opinion

Since April 2015 the Crédit Agricole CIB Green Notes have benefited from a second opinion from the extra-financial ratings agency Sustainalytics. Sustainalytics experts approved the methods used to select the projects to be included in the Green portfolio, as well as the relevance of the chosen sectors to climate change prevention.

Inventory

GREEN NOTES OUTSTANDINGS

At 31 December 2018, the amount outstanding of Green Notes and similar debt products issued by Crédit Agricole CIB enabling the financing of green loans according to the eligibility criteria defined below, was €1,864 billion.

BREAKDOWN OF THE PORTFOLIO

As of 31 December 2018, the breakdown of the green portfolio is as follows. It is well diversified, both geographically and sectorially, in line with Crédit Agricole CIB's conviction that the transition to a greener economy will involve numerous industrial sectors, around the world.

► Breakdown by region

► Breakdown by sector

4.2 ADVISING OUR CUSTOMERS ON SOCIAL AND ENVIRONMENTAL PROJECTS

Since 2010, the Sustainable Banking team has been supporting customers with social or environmental projects in line with the four areas of excellence selected by Crédit Agricole Group: farming and food production, housing, health and the ageing population and the energy and environment economy.

Crédit Agricole CIB helped a customer set up an investment fund dedicated to developing renewable energy infrastructures in emerging countries. This investment fund generates a medium to long term return by encouraging private investors to support a portfolio of renewable energy development projects and offers different investment tranches with varying risk/return profiles. Crédit Agricole CIB was involved in all stages of the project, from design to putting investors into contact with the project owners. As access to energy facilitates economic activity and improves living conditions, this project has a positive impact on the economic development of the regions involved.

Crédit Agricole CIB has thus supported, during the course of 2018, some of its customers in the financing of their environmental and/ or social projects thanks to a new offer of dedicated loans, Green Loans and ESG-Indexed Loans. Green Loans are loans used to finance environmental projects based on the same principles as Green Bonds. Given that Crédit Agricole CIB was involved in the governance of Green Bonds and the drafting of Green Bond Principles, the Bank participated in the launch of the Green Loan Principles of the Loan Market Association which state the principles for structuring this new type of operation:

Crédit Agricole CIB has also developed ESG-Indexed Loans which are loans whose margin is indexed on the ESG (Environmental, Social and Governance) performance of the issuer.

4.3 PROMOTING SOCIALLY RESPONSIBLE INVESTMENT (SRI) IN WEALTH MANAGEMENT

SRI seeks to reconcile an investment's economic performance with its social and environmental impact by providing financing to companies and public sector entities that contribute to sustainable development, regardless of the economic sector. By influencing the governance and behaviour of market participants, SRI promotes a responsible economy.

This responsible development concept has been extended to product marketing and social policy.

Indosuez Wealth (Group) has drawn up a precise action plan according to the following principles:

4.4 ASSESSING AND MANAGING THE RISKS ARISING FROM THE ENVIRONMENTAL AND SOCIAL IMPACTS OF OUR FINANCING

Crédit Agricole CIB has developed a system to assess and manage the risks arising from the environmental and social impacts relating to both transactions and customers, by factoring in the main sustainable development issues, i.e. combating climate change, biodiversity protection and respect for human rights.

Consideration of sustainable development issues

CLIMATE CHANGE

Please refer to Section 3: "Incorporating climate change issues" for details of how this issue is factored in.

BIODIVERSITY PROTECTION

Since it exercises a services activity and is located in urban environments, the Bank does not have a significant direct impact on biodiversity.

However, the activities it finances may in some cases affect biodiversity. In its CSR sectoral policies, Crédit Agricole CIB therefore introduced analytical and exclusionary criteria based on biodiversity protection, with particular attention paid to important areas based on this criterion. Critical adverse impacts on the most sensitive protected areas, such as and wetlands covered by the Ramsar Convention, constitute exclusionary criteria under these policies, for example.

Since 2016, Crédit Agricole CIB has been mapping the sectors and geographical regions which are most exposed to water access and pollution issues. Crédit Agricole CIB has included this new criteria of analysis in its CSR scoring system described below.

OTHER ACTIONS TO PROMOTE HUMAN RIGHTS

Crédit Agricole CIB fully endorses the values of the United Nations Global Compact, of which Crédit Agricole is a signatory. This particularly concerns human rights and labour standards. Crédit Agricole S.A. has signed several specific charters in addition to these general principles, including the Diversity Charter in 2008, the Human Rights Charter in 2009 and the Responsible Purchasing Charter in 2010. Actions concerning employees are covered in " Developing people and the social ecosystem" and those concerning sub-contractors and suppliers are discussed in " Promoting an ethical culture".

As with climate and biodiversity matters, however, the indirect impacts involving the financed activities appear as most significant. They are assessed and managed as shown below. The Bank's CSR sector policies refer specifically to the International Labour Organisation (ILO) fundamental conventions, and the International Finance Corporation (IFC) performance standards.

Since 2016, Crédit Agricole CIB maps the sectors and geographical regions which are most exposed to risks of human rights violations in both their own operations and within their supply chains. Crédit Agricole CIB has included this new criteria of analysis in its CSR scoring system described below.

In 2018 Crédit Agricole CIB actively participated in the review of the Equator Principles (a continuation of work started in 2017) and presented recommendations to the General Meeting of the Equator Principles Association in October 2018.

Assessing and managing the risks arising from the environmental and social impacts of financing

The environmental and social impacts resulting from the financing activity appear to be substantially greater than the Bank's direct environmental footprint. Taking these indirect impacts into account is one of the main sustainable development challenges for Crédit Agricole CIB. The system which manages these environmental and social business risks is based on three pillars:

From 2013, Crédit Agricole CIB also introduced a scoring system for all its corporate clients.

Environmental and social risks are first assessed and managed by the account manager. Account managers are backed by a network of local correspondents, who provide the necessary support in each regional Project Finance structuring centre and remain in constant communication with a coordination unit. It comprises operating staff from the Project Finance business line and coordinates the practical aspects of the implementation of the Equator Principles. It manages the network of local correspondents and implements specialised training for participants.

Group Economic Research (ECO) is an integral part of Crédit Agricole S.A. and provides additional support and clarification for all types of transactions and customers by contributing its expertise on environmental and technical issues, thereby making it possible to finetune the analysis and identify the risks for each business sector.

Even though its corporate client base comprises mostly SMEs, Wealth Management integrates environmental and social components into its risk analysis based on the sector policies defined by Crédit Agricole CIB and the Group. The compliance risk grid for credit transactions covers these issues, supported by a special opinion if necessary.

The Equator Principles

The Equator Principles were developed in response to limitations and triggers related to project financing, as defined by the Basel Committee on Banking Supervision. Although they cannot always be applied in their current state to other types of financing, they nevertheless represent a useful and globally recognised methodological framework for recognising and preventing environmental and social impacts in cases where the financing appears to be linked to the construction of a specific industrial asset (plant, transport infrastructure, etc.).

The implementation of the Equator Principles is described in detail on the Bank's website.

Statistics

18 finance packages for projects ⁽¹⁾ were signed in 2018 and were ranked into category A, B and C of the International Finance Corporation. At 31 December 2018, 406 projects in the portfolio had been ranked. The classification of projects breaks down as follows:

The 2018 breakdown by sector and region is as follows:

N.B.: Countries classified as Designated are high-income OECD countries as per the World Bank indicators. Independent Review means that the environmental and social information has been reviewed by a consultant not related to the customer.

⁽¹⁾ in accordance with the agreement entered into by the Equator Principles Association (project closed).

At 31 December 2018, there were 21 Project-Related Corporate Loans (PRCL) in the portfolio. Three PRCLs were signed ⁽¹⁾ in 2018 and ranked as category A, B or C, as follows:

The sector-specific and geographic distributions are as follows:

CSR sector policies

The CSR sector policies published by Crédit Agricole CIB explain the social and environmental criteria included in its financing policies. These criteria mainly reflect the issues of concern to civil society that appear to be the most relevant for a corporate and investment bank, particularly those relating to human rights, fighting climate change and preserving biodiversity. The goal of the CSR sector policies is therefore to clarify the non-financial principles and rules relating to financing and investments in the corresponding sectors, in accordance with the Crédit Agricole S.A. Group policy.

The current sector policies and their implementation are described on the website.

Sensitivity analysis

Crédit Agricole CIB has been assessing the environmental and social impacts of transactions since 2009. They reflect either questions on managing environmental or social impacts that are deemed critical, or controversy related to transactions or customers.

Customer CSR scoring

From 2013, Crédit Agricole CIB introduced a CSR scoring system for all corporate clients designed to complement its system for assessing and managing the environmental and social risks of transactions. Clients are rated each year on a scale that includes three levels (Advanced, Compliance and Sensitive), with these ratings based on:

This scoring system is evolving following the service contract signed with a non-financial rating agency. The tests conducted in 2016 and 2017 on the use of ratings from this agency led to a CSR scoring system being introduced in 2018 with three due diligence levels: light, standard and reinforced. These three levels of due diligence are described on the Bank's website.

⁽¹⁾ in accordance with the agreement entered into by the Equator Principles association (project closed).

5. DEVELOPING PEOPLE AND THE SOCIAL ECOSYSTEM

SOCIAL RESPONSIBILITY

Social indicators

METHODS

Each company of the Crédit Agricole S.A. Group has its own employee relations policy, under the responsibility of a Human Resources Director. The overall consistency is managed by the Human Resources Department of Crédit Agricole S.A. Group. Concerned entities are those with employees that are consolidated within Crédit Agricole CIB.

Unless otherwise stated, the population in question is that of "active" employees. Being "active" implies:

The scope of the employees covered (as a percentage of "Fulltime Equivalent" or FTE at the end of the year) is presented for each table below.

KEY FIGURES

► Headcount by business line: (in FTE: Full-time Equivalent)

► Headcount by region

► Headcount by type of contract (in FTE: Full-time equivalent)

► Breakdown of permanent staff in France by gender

► Breakdown of permanent staff in France by gender and category

► Age structure at 31 December 2018

► Breakdown by age

The average age of Crédit Agricole CIB Group employees is 43 years and 2 months old, 43 years and 1 month old for France and 43 years and 2 months old for the international business.

► Forecasts of employees reaching the age of 65 in France over the next 10 years

► Promotions in France

► Number of permanent staff recruited by geographical region

⁽¹⁾ Including trainees, work-study trainees and contractors recruited as permanent staff.

► Proportion of part-time staff

PRIORITY 1: ENCOURAGING AND PROMOTING EMPLOYEE DEVELOPMENT AND EMPLOYABILITY

The human resources policy of the Group and Crédit Agricole CIB is to ensure that each position in the organisation is held by a motivated employee whose skills and performance meet the requirements and challenges of his or her position, but also to prepare for the future. Thus, Crédit Agricole CIB deploys a policy of career management to enable each employee, regardless of its level in the organisation, to expand its professional experience in a constructive manner, but also to develop skills that will be necessary in the future.

This approach is harmonised and globally shared to reflect the international nature of Crédit Agricole CIB's operations and its corporate culture.

Employee induction and integration

In 2016, Crédit Agricole CIB rolled out its Crédit Agricole CIB Global Induction Programme, to help new employees integrate into the Company. The programme introduces them to the different Crédit Agricole CIB business lines and the Bank's culture.

The Crédit Agricole CIB intranet has a dedicated area wherein a large number of documents aiding in the integration process are available. Digital resources are also available on the Bank's international training portal, HRE-Learning. An individual programme of mandatory training courses is in place to develop and promote the compliance and risks culture, helping new employees to adopt the correct conduct expected of them in regulatory matters. This step is vital to limit the Bank's risk exposure. Depending on the business line, new employees may also follow additional training courses linked to their activity. Optional modules are also available on the portal to help them successfully take up their new position. During their first year within the Bank, new arrivals are also invited to take part in an induction event to gain a better understanding of the interaction between the Bank's different business lines and to meet their peers who have recently joined Crédit Agricole CIB teams. In 2018, two editions were organised: one in Paris for 250 employees in France and one in New York for 90 new-comers in the Americas region. Since its inception in 2016, more than 1,200 participants have taken part in this integration event.

Depending on their location and business line, new hires may also be required to participate in specific integration programmes. As part of its digitisation policy, in 2018 Crédit Agricole CIB deployed a new onboarding procedure giving employees access to their digital HR documents from both personal and professional equipment. And in order to facilitate the search for information, the new HR intranet in France has a chatbot which answers questions on leave and absences.

Developing and promoting the employees through a professional career path put together jointly by the employee, his or her manager and human resources manager

REINFORCING THE ROLE OF THE ANNUAL ASSESSMENT IN THE EMPLOYEES' CAREER MANAGEMENT

Each year, the appraisal and objectives meetings provide an opportunity to take stock of individual and collective performance and the employees' achievements and development needs.

In 2018, in order to strengthen employee commitment to the Crédit Agricole CIB Code of Conduct, its 7 principles were included amonst the skills assessed for all employees, in France and abroad. In France, following the example of other entities of the Group, Crédit Agricole CIB used a professional interview form in which employees and managers must address wishes in the area of mobility and training. There are now three distinct forms to be completed: assessment, professional interview and target-setting. Within the framework of this worldwide campaign in 2018, 99% of the annual assessments between employees and managers have been realised.

Two other systems complete these campaigns at Crédit Agricole CIB:

ENCOURAGING EMPLOYEES TO TAKE CONTROL OF THEIR TRAINING

Crédit Agricole CIB employs an active training policy to meet its current and future strategic challenges. The Bank encourages all employees to continuously adapt their skills to the fast and complex changes in the economic, regulatory and technological environment.

The HRE-Learning global training portal, launched in 2016 and accessible to all employees throughout the year, currently offers over 900 digital modules. This portal encourages employees to take ownership of their training and represents a veritable invitation to curiosity. In order to promote this digital training offer, in May 2018 Crédit Agricole CIB organised its 1 ^st Learning Week in France. Almost 1,000 employees came to meet the training teams and participated in fun presentations of the portal: a quiz, a 7-minute digital stop-over and personal advice. In the wake of this success, this event was deployed in other locations. 120 employees participated in Hong Kong in July and 70 in London in October.

This digital training, focusing on vital business skills and the knowledge expected of employees, is offered in addition to the classroom sessions also offered.

This approach targets the following objectives, as part of the forward planning of employment and skills:

► Training policy

⁽¹⁾ December is not a representative month.

► Training themes

⁽¹⁾ December is not a representative month.

The most common training areas within the Crédit Agricole CIB Group:

ENCOURAGING INTERNAL MOBILITY TO ENHANCE CAREER PROSPECTS FOR EMPLOYEES

Crédit Agricole CIB encourages internal mobility to allow all of its employees to progress within the Bank and the Crédit Agricole Group. Internal mobility is favoured over external recruitment.

My Jobs is a dedicated internal mobility portal which is available to Crédit Agricole CIB in France and worldwide. It lists all of the job vacancies in corporate and investment banking and the Crédit Agricole S.A. Group. In addition, Crédit Agricole CIB uses different systems to support employees in their mobility approaches: mobility committees, events and workshops, individual support and digital pathways. These initiatives also create a more cross disciplinary approach and develop the mobility culture.

Thus, in October 2018 Crédit Agricole CIB offered its employees in France a Mobility Week. This event centred on a conference and workshops on self-knowledge and talks by stands with HR and business line operational staff. During the week mobility support tools were presented to over 500 employees who benefited from customised advice on their professional plans and CV. In addition, the Déclic Mobilité programme, launched in 2017 with a consultancy specialising in professional support, continued in 2018 offering 55 employees the opportunity to discuss their mobility plans and to get them underway. The system combines an individual interview with group sessions encouraging people to share their experiences.

Finally, in November 2018 Crédit Agricole CIB deployed a digital pathway created in partnership with the start-up Jobmaker. This 7-stage procedure suggests work to do and video advice. Its flexible format allows employees to progress at their own pace as they reflect on and build their professional plans. At the end of this course, the employee can share the summary of their thoughts with their HR manager during a dedicated interview.

IDENTIFYING AND DEVELOPING TALENTS

At Crédit Agricole CIB, the members of the Management Committee, managers and Human Resources have been working to identify and manage talent for several years now.

Part of the Crédit Agricole S.A. Group policy, it aims to retain and develop the capabilities of employees with potential and to ensure succession plans for strategic positions at the Bank.

Since 2015, Crédit Agricole CIB's Talent Management policy has been structured around three categories based on identification criteria approved by Executive Management: Rising Talents, Advanced Talents and Future Leaders. Each year, the executive committees of the business lines work with Human Resources to review the talent lists worldwide. Diversity is a particularly important factor in this review.

The Bank's talents are offered special development opportunities which combine Groupwide programmes and specific Crédit Agricole CIB programmes.

In 2018, 65 Rising Talents took part in the fourth My Way programme in France and worldwide. This programme brings together the employee, his or her manager and HR manager to discuss the employee's development plan and career path.

Indosuez Wealth Management also offered the My Way programme to 22 Rising Talents from its different locations.

A new leadership development programme, the Global Development Programme, was rolled out at Crédit Agricole CIB in 2018. About a hundred employees from 15 countries met in Paris for two days of training on leadership with internationally-renowned speakers. This programme also aimed to encourage networking between participants.

Crédit Agricole CIB has also launched a new format for its Strategic Leadership programme aimed at employees who are members of Cercle 2. This training is structured in 3 one-day modules: "Authentic Leadership", "Coaching master-class" and "5 conversations". In total, 33 managers participated in the programme this year.

Promoting and managing employees with respect and responsibility

In a complex and constantly changing environment, it is vital that the Crédit Agricole CIB strategy is properly disseminated. The managers play a key role in implementing the strategy at all levels of the Bank, mobilising the teams and developing the skills of their employees. Since 2012, Crédit Agricole CIB has therefore deployed the Management Academy, a training programme for all managers in France and worldwide, which aims to develop a shared managerial culture. Since 2017, a new concept of the Management Academy, structured around three levels of expertise, has been proposed to the managers of Crédit Agricole CIB. The first level, Novice Learner is open to all employees who then have free access to digital modules on managerial topics via the Bank's international training portal. The second and third levels, Expert Learners and Master Learners, combine digital and classroom training modules focused on four skill sets: relational intelligence, mobilising people, implementing strategy and steering action. These levels are addressed respectively to new managers, operational managers, experienced managers and senior managers. In France in 2018, 55 sessions were held and over 450 managers attended a Management Academy training session. Similar sessions have also been rolled out at Crédit Agricole CIB's main locations abroad.

PRIORITY 2: GUARANTEEING EQUALITY AND PROMOTING DIVERSITY

As a committed and responsible employer, Crédit Agricole CIB wants its organisation to reflect the rich diversity of society and therefore makes every effort to treat every employee fairly.

To ensure its employees are properly equipped to understand diversity issues, Crédit Agricole CIB set up a Diversity Academy, open to all in France and worldwide, on its HRE-Learning training portal. The Diversity Academy develops employees' openness, listening skills, self-awareness and awareness of others through digital modules on topics such as interculturality, gender and disability. Crédit Agricole CIB also holds mandatory training courses in some of its locations to promote diversity and prevent discrimination, such as in Germany and India.

Gender equality at work

PROPORTION OF WOMEN

^* The managerial levels group the members of the executive committees and the members of the management committees at each entity into two levels.

DEVELOPING GENDER EQUALITY AT WORK

Convinced that diversity is the key to promoting performance and innovation, for several years now the Bank has been implementing a proactive diversity policy. In order to identify the main issues and measure the effectiveness of its actions, Crédit Agricole CIB monitors gender distribution indicators throughout the year. Following the steps taken by the Bank's Management Committee, which met in July 2016 during a special seminar dedicated to diversity and performance issues, in 2017 the members of Crédit Agricole CIB's Executive Committee set a number of diversity related goals to be met between now and the end of 2019 within their respective business lines.

As part of its career management and diversity policy, in September 2018 the Bank launched the 2 ^nd edition of its global mentoring programme in France and worldwide. This aims to support 44 employees, the mentees, identified by the business lines, in their professional development and to help them to become more visible. This programme allows mentees to exchange and benefit from the experience of mentors, members of the Executive Committees and Business Line Management Committees, in a confidential and caring environment. This year, the programme became more international with 20 mentor-metee duos from outside France compared with 10 in 2017. A digital training and a classroom workshop were offered in France to support the mentors. In 2019, participants selected will be asked to share their feedback in mid-programme workshops.

Indosuez Wealth Management for its part has set up a mentoring system for women. 7 female employees were supported in their development by members of the Management Committee in 2018. Crédit Agricole CIB also supports the networks to promote diversity, created by female employees, such as CWEEN launched in 2008 in India, Potentielles in France, Crédit Agricole CIB Women's Network (CWN) in New York in 2010, SPRING in London in 2015, RISE in Hong Kong in 2016, WING in Tokyo in 2017, CARE in South Korea, MORE in Taiwan and Gulf Women's Network launched in Dubai in 2018. This year has also seen diversity networks launch voluntary mentoring initiatives.

Crédit Agricole CIB also implements at its various locations leadership programmes for its female employees. In 2018, 60 women took part in the "Leadership au feminin" [Women Leadership Programme] training in France. Worldwide, the 2 ^nd edition of the Women Leadership Programme, which took place over two days, brought together in London and Paris 12 female employees from the EMEA region. A pilot session for 15 women from the Asia-Pacific region also took place in July in Hong Kong. The Eve seminar, offering the opportunity to meet other attendees from other major groups and share experiences, was offered to 8 Crédit Agricole CIB employees in France and Asia.

Finally, as every year, Diversity Week was held in France and abroad. This event allowed employees to attend conferences and awareness workshops. The 2018 edition saw initiatives proposed in Paris, New York, Hong Kong, Tokyo, Dubai, London, Frankfurt, Madrid and Milan.

HELPING EMPLOYEES FIND A BETTER WORK/LIFE BALANCE

To help its employees find a good work/life balance following the move the Bank provided support measures, such as moving grants, travel grants and new work organisation options, mainly through a number of collective agreements.

The teleworking agreement signed in France in late 2015 has enabled Crédit Agricole CIB to offer this new working practice. At 31 December 2018, almost 850 employees were teleworking one day a week, even two days in some cases.

An international roll-out of this initiative is also being considered. In London, teleworking was implemented in 2018 and it will be implemented very soon in New York.

Indosuez Wealth Management has been offering teleworking since 2017 in France and will soon extend the possibility to Switzerland, Luxembourg and Monaco.

As part of its policy to promote gender equality, Crédit Agricole CIB is also running parenting initiatives in France and worldwide. In France in 2018 some 28 female employees attended workshops on the topic of finding a balance between work and motherhood. In Hong Kong, maternity leave increased from 12 to 16 weeks. Convinced that the donation of rest days is deeply embedded in the Bank's values and social issues, Crédit Agricole CIB has set up a system for donating rest days to colleagues. A collective agreement was concluded in mid-2017, unanimously signed by the unions. While the legal scheme is currently authorised only to provide care for a child who is seriously ill, Crédit Agricole CIB plans to extend the donation of rest days to the employee's spouse or partner in a civil partnership and also considers the situation of employees' dependent parents or grandparents. In 2018, 41 days were allocated to employees under this programme and the "Solidarity Days Bank" (for collecting donations) had 157 days available at 31 December.

In France, Crédit Agricole CIB also offers its employees, both in Paris and in the regions, 41 nursery places in partnership with the Babilou network of nurseries, and 30 nursery places in the Petits Chaperons Rouges nursery near the SQY Park campus. All these nursery places are allocated according to social criteria.

Equality of backgrounds and origins

YOUTH RECRUITMENT POLICY

Crédit Agricole CIB has an active policy to promote the professional integration of young people in France and worldwide. This is reflected in the work placements at its different locations and by the ongoing workstudy training offered in France.

In 2018, Crédit Agricole CIB welcomed 400 new interns and 180 new work-study trainees in France, as well as 102 VIEs in its international subsidiaries.

All job offers are published on the Crédit Agricole CIB and Crédit Agricole Group job sites. They are also published on specialist recruitment sites and on Job Teaser, a recruitment platform in schools and universities. After having applied online, the candidates for internships, work-study contracts, VIEs or permanent contracts for young graduates must sit and pass online logic tests before being invited for interview.

In some of its locations, Crédit Agricole CIB offers students the possibility of joining the Bank through dedicated pathways which may involve internships lasting from 10 weeks to 2 years. This is the case for example in New York, Hong Kong and Frankfurt. Through its internships, work-study placements and VIE positions, Crédit Agricole CIB identifies the best potential employees. In 2018, almost 50% of the junior permanent staff positions in France were filled by young people from this pool.

In addition, in accordance with Group policy, Crédit Agricole CIB participates in numerous activities promoting the diversity of the recruited profiles. In this context, the Bank has renewed its partnership with Handiformafinance, initiated by the French Management Association (AFG), which offers disabled people the chance to train for back-office jobs in markets, whilst also studying for a degree from Université Paris Ouest Nanterre in "Back & Middle Office Financial Asset Management". In May, Crédit Agricole CIB was also present at the ESSEC Open Employment Forum to meet candidates with disabilities.

EMPLOYEE INVOLVEMENT IN SCHOOLS AND UNIVERSITIES IN FRANCE AND WORLDWIDE

The Bank ensures a strong presence in schools and universities to promote its business lines and global network of expertise and to meet future employees. In 2018, more than one hundred initiatives were deployed in France and internationally. Beyond the forums, Crédit Agricole CIB holds more targeted events such as conferences, case studies, after works and trading rooms visits. Close to 100 managers and employees join the HR teams during these events to share their experience with students and to receive applications for the various positions to be filled. In 2018, the Bank continued to promote its employer brand abroad by stepping up its presence at schools and universities in Europe, Asia and the United States.

The Bank is setting up educational partnerships both in France and worldwide. In 2018, Crédit Agricole CIB continued its efforts to support the financial associations of engineering and business schools as well as universities, particularly by financing some of their events and projects.

► Trainees and workstudy trainees in France

Employment and integration of people with disabilities

Since 2005, Crédit Agricole S.A. Group in France has been actively promoting the employment of people with disabilities through job retention and awareness initiatives and also through recruitment from the sheltered and disability friendly sectors. The fifth agreement, signed in January 2017, is a logical continuation of the efforts made over the previous twelve years and covers all of the Group's entities.

To help retain employees with disabilities, Crédit Agricole CIB plans to adjust workstations and the working environment: ergonomics studies, specially adapted computer equipment (screens, special software for employees with visual impairment), use of the Tadéo telephone aid for hearing-impaired employees, introduction of working from home and developing the use of sign language translation for conferences and training courses. This individual support can also take the form of tailored training, psychological monitoring, or coaching.

Preventative health and disability awareness events are organised throughout the year. They aim to inform employees about the different illnesses and to offer better support for employees with disabilities. The theme of the Disability Employment Week, held at the Bank's offices in France from 19 to 23 November 2018, was "Invisible Disability". An awareness-raising leaflet on the theme was distributed and hearing tests were offered to over 140 employees. Three collective intelligence and creativity workshops also allowed 30 employees to come together to reflect on how to change how disability is perceived.

In addition to its direct initiatives to raise awareness about the employment of people with disabilities, Crédit Agricole CIB delegates services to the sheltered and disability friendly employment sector (''Entreprises Adaptées" and ''Établissements et Services d'Aide par le Travail'') in particular for the maintenance of printers.

A compensation policy based on equality

GENERAL PRINCIPLES

The wage policy is key to Crédit Agricole Group's strategic human resources management. Crédit Agricole CIB's remuneration policy is based on principles of fairness, performance incentives in line with risk management and the sharing of the Company's values. This policy is deployed taking into account the economic, social and competitive context of the markets in which the Bank operates, as well as applicable legal and regulatory obligations.

Crédit Agricole CIB places a great importance on the principle of equal treatment at work. Provisions can be made locally to reduce possible gender wage gaps, for example as in France under the agreement on gender equality at work.

EMPLOYEE BENEFITS

As a responsible employee that cares about the well-being of its employees, Crédit Agricole CIB promotes a large range of employee benefits worldwide. The Bank takes particular care to ensure that its employee benefits are:

The Bank contributes to the funding of health cover programmes in many countries in order to offer its employees access to health care. Crédit Agricole CIB also places significant importance on protecting the families of employees who die or are absent from work, and fully funds the schemes implemented by its entities.

Crédit Agricole CIB was a forerunner for retirement planning 2 in many countries with its employer assisted savings plan. In France, Spain, Italy, the United Kingdom and the United States, this type of scheme has been in place for over 20 years.

Through its employee savings schemes, employees share in the Company's results and performance. Since 2016, the profit sharing agreement in France has incorporated the Bank's CSR indicator, FReD, to take account of the joint commitment of the Company and its employees to the success of the CSR policy. Worldwide, employees are regularly offered the opportunity to share in capital increase operations. In 2018, this programme covered 11 countries in which Crédit Agricole CIB is located.

Employees on international postings are granted special company benefits appropriate for the particular country of origin/host country combination.

► Permanent staff by age in the Crédit Agricole CIB Group

► Permanent staff by length of service in the Crédit Agricole CIB Group

► Departures of permanent staff by reason

► Collective variable compensation paid during the year on the basis of the previous year's results in France

► Annual fixed salary grid

► Average monthly salary of permanent staff active in France (gross salary)

► Absenteeism in France, in calendar days

PRIORITY 3: IMPROVING THE QUALITY OF LIFE IN THE WORKPLACE

Providing employees with a working environment and working conditions that ensure their health and safety

Crédit Agricole CIB considers quality of life in the workplace as a driver of fulfilment and performance and as being essential to its effectiveness. The Bank provides employees in France and abroad with training in stress prevention, including on its HRE-Learning portal at the Management Academy and Diversity Academy. In France, any courses in this area requested during appraisal sessions or at other times of the year by employees and managers are systematically approved. In 2018, 134 employees took part in the training on "Finding the balance between pressure and efficiency" and 85 managers took part in the training on "Your and your employees' stress".

To fight against psychosocial risks, Crédit Agricole CIB provides an anonymous and confidential psychological support service to employees in France with a tollfree number. Since 1 December 2018, the Bank has also been offering the services of Responsage, an organisation which specialises in supporting family members who are carers, by providing advice and guidance on all procedures related to the status of family-member carer. Offered in the form of a confidential and free telephone platform, Responsage helps more generally with all social issues that every employee may encounter in their personal life. The employees may also share any observations they have with the Human Resources Department, including their own HR manager. As part of the efforts to prevent psychosocial risks, Crédit Agricole CIB encourages all those concerned within the Company to play an active role and report any difficulties that might be encountered by employees (senior management, managers, workplace health unit, social workers, human resources, employee representatives and employees).

Throughout the year, Crédit Agricole CIB also holds events on health related issues at its various locations: medical check-ups, training in first aid and the use of a defibrillator, free of charge screening, vaccination campaigns, blood donations, advice on ergonomics, nutrition workshops and relaxation sessions.

PRIORITY 4: PROMOTING EMPLOYEE COMMITMENT AND SOCIAL DIALOGUE

The Group promotes dynamic and constructive social dialogue with its employees and their representatives. This commitment, which plays a vital role in the smooth running of the Bank, can take several different forms: direct discussions, social surveys and questionnaires, information disseminated continuously on Group events and its strategy in France and worldwide, the use of collaborative tools and responsible social dialogue.

The social climate within the Group is the result of an ongoing dialogue between management, employees and their representatives, when in place locally, while respecting the values fostered by the Group.

Maintaining an active and responsible social dialogue with employee representatives

Crédit Agricole CIB keeps a watchful eye on the deployment of a constructive social dialogue, which facilitates the conclusion of a certain number of collective agreements each year, carrying real commitments that reflect the Bank's social policy.

In 2018, social dialogue remained very dynamic in France, with evidence that both Crédit Agricole CIB and employer and employee representatives are keen to negotiate agreements capable of reconciling the Bank's interests with those of employees. Collective agreements concluded in 2018 covered the following themes:

This desire for dialogue with all stakeholders on structural projects was also evident in London where 9 staff representatives were elected and trained to lead a consultation after Brexit. The dialogue involving these staff representatives, human resources and the business lines is expected to continue once the consultation has concluded.

► Number of agreements signed during the year in France by subject

Disseminating and sharing information with employees to enable debate and endorsement

Conference calls and management meetings are held regularly in France and simultaneously broadcast abroad to enable managers to meet the members of Crédit Agricole CIB's Executive Management. Some 1,000 executives are invited to these meetings and conference calls, which are organised for every quarterly publication of results and throughout the year for strategic topics. Participants are invited to ask questions in advance on an anonymous basis, and Executive Management then answers them during its presentations.

A dedicated space, the "Managers' corner", on the Inside Live global intranet also enables managers to find all of the information that they need to convey to their teams.

Furthermore, conferences called "Inside Meetings" are regularly held for all employees in France and cover a broad range of topics: strategy, news, company culture, sponsorship actions, the challenges of sustainable development, etc. These events provide an opportunity to learn more and to share information during the question and answer sessions at the end of the presentations.

Encouraging schemes to increase participation and self-expression by employees

In parallel to these regular occasions, a number of other activities encouraging the participation of employees were implemented at Crédit Agricole CIB in 2018.

Crédit Agricole CIB and Indosuez Wealth Management participated in the Crédit Agricole Group's Commitment and Recommendation Index survey, sent to all their employees worldwide, from 18 September to 9 October 2018. At Crédit Agricole CIB, this initiative fits in with commitment surveys continued since 2015 and allows us to assess the positive development of results. This year, the Crédit Agricole CIB Commitment and Recommendation Index rose by one point over 2017, with 73% of favourable answers to the 21 questions in the survey. The results of this survey will identify initiatives that, in line with the nine global action plans developed in 2016, will further strengthen the Company's commitment and performance.

6. PROMOTING THE ECONOMIC, CULTURAL AND SOCIAL DEVELOPMENT OF THE HOST COUNTRY

6.1 DIRECT AND INDIRECT IMPACTS

Crédit Agricole CIB's main economic and social impacts on local areas (both positive and negative) are indirect, through its financing activity, and do not come directly from its sites. Its business services do not therefore have a significant impact on neighbouring and local populations.

Crédit Agricole CIB's indirect impacts reflect its role as a major financer of the global economy and major player in debt markets. The principles listed under the "General environmental policy" heading are therefore intended to maximise the positive effects and minimise the negative impacts of Crédit Agricole CIB's business by:

Offering customers a diversified range of socially responsible investments is also one of the objectives set by Wealth Management.

6.2 EMPLOYEES' INVOLVEMENT IN SOLIDARITY INITIATIVES

Crédit Agricole CIB actively encourages the commitment of its employees to social causes in the fields of social solidarity and inclusion. To this end, in 2018 the Bank renewed its "Solidaires by Crédit Agricole CIB" programme.

"Coups de pouce" ["Giving a helping hand"] programmes

Through its "Coups de pouce" programmes, the Bank provides financial support for charitable projects to which employees are personally committed. The designated fields of activity are social solidarity, social inclusion, the environment, education and health in France and abroad. In 2018, the "Coups de pouce" supported 26 projects in France, 8 in the United Kingdom, 2 in Singapore and 1 in China. In total, since 2013, 247 charitable projects supported by employees have been supported by the Bank (including 74 outside France).

In 2018, the Works Council provided, on an exceptional basis, financial support to the programme. It asked employees to vote for one of the Jury's five favourite charitable projects. The two projects which received the most votes (780 in total) received an additional subsidy.

Volunteer work with the bank's partner charities

During regular events or one-off assignments, employees shared some very rewarding moments in the service of the cause of public interest. These experiences, organised in a number of countries where Crédit Agricole CIB operates, give employees opportunities to engage with and help charities to present their projects to other Bank employees. In 2018, the events focused on various areas of activity: assisting charities working in the fields of education or combating illness, activities to preserve the environment, solidarity activities for the underprivileged (humanitarian, reconstruction, etc.) and, in particular:

For Indosuez Wealth Management, 2018 was also very eventful:

6.3 CULTURAL SPONSORSHIP

Crédit Agricole CIB France continues to actively pursue a policy of cultural sponsorship supporting projects that encourage artistic creation, the discovery of the world's cultures and the transmission of cultural heritage.

6.4 LINKS WITH SCHOOLS AND SUPPORT FOR UNIVERSITY RESEARCH

7. LIMITING OUR DIRECT ENVIRONMENTAL FOOTPRINT

7.1 BUILDING MANAGEMENT PROCESS AND THE CARBON FOOTPRINT

Certification of buildings

In Île-de-France, 2/3 of employees work from the Montrouge campus and 1/3 on the Saint-Quentin-en-Yvelines campus. Following the transfer of several activities of Crédit Agricole S.A. to the Crédit Agricole CIB group in 2018 (over 700 employees), Evergreen employees now occupy 4 buildings (Eole, Terra, Silvae, Aqua), with Eole housing over 3,000 employees. Employees currently occupy four buildings on the Saint-Quentin-en-Yvelines campus (Provence, Champagne, Languedoc, Alsace).

On the Montrouge campus, the buildings are certified "HQE Operation" and the company restaurant achieved 3 ^rd place in the rankings of the CUBE 2020 competition for efficient buildings, making 34% savings on CO₂emissions compared with 2017. In Saint-Quentin-en-Yvelines, the Champagne and Provence buildings are certified as "BBC (low consumption building) Renovation". Outside France, which covers almost 120 locations, Canada achieved BOMA certification and premises in Belgium are Valideo-certified.

Reducing greenhouse gas emissions in the fight against climate change

The Crédit Agricole Group's Medium-term 2020 Plan has set the objective of reducing Greenhouse Gas (GHG) emissions by 15%, measured by the carbon totals at 2020 and covering the 13 entities involved in the Group's FReD approach. Crédit Agricole CIB is therefore logically part of this commitment. The baseline year selected was 2014. To achieve the objective, the reductions include all items related to energy, transport, inputs, and fixed assets.

The results of the carbon footprint assessment carried out at the end of 2014 at the head office and certain significant international entities were examined in 2017 to propose areas for improvement in order to reach the goal as quickly as possible. The approach committed to is part of a long term trend since, overall, total carbon emissions in 2014 were down by about 16.7% compared with the assessment made in 2012.

In the 2014 financial year, the three most "energy intensive" items for a total of 82.8% were business travel, energy and fixed assets, for 32%, 27.1% and 23.7% respectively.

2018 was an opportunity to focus attention, and indeed act, on these significant items, reducing the electricity consumption of buildings, reducing business travel (mainly the use of air transport) or restructuring working time.

In addition to the quantitative actions chosen, regular actions to raise awareness of both good day-to-day habits and better use of work tools should help to consolidate the reduction objective. Indosuez Wealth Management supports the commitment to combat global warming made by the Crédit Agricole group, which has put in place action plans aimed at limiting greenhouse gas (GHG) emissions linked to both the operation of the company (direct impacts) and business lines (indirect impacts). After various measures to "de-carbon" investors' portfolios, develop green bonds and withdraw from the financing of coal mines or coal-fired power stations, Indosuez Wealth Management entered a new phase in the reduction of its direct emissions with the setting of a new objective. It is within the framework of an action initiated in 2016 and measured in FReD that Indosuez Wealth Management, in Monaco, France, Luxembourg and Switzerland, and in collaboration with the other entities of the Crédit Agricole Group (FReD scope) worked to reduce its GHG emissions.

Carbon balance sheets have been produced in order to detect the priority areas for action.

Assessment of operational greenhouse gas emissions and offsetting

Lastly, Crédit Agricole CIB offset 23,770 tonnes of CO₂equivalent by cancelling Verified Carbon Units (VCU) certificates corresponding to dividends received in 2018 in connection with its investment in the Livelihoods Fund. This carbon investment fund provides investors with carbon credits, which have a major social impact and help to promote biodiversity. The Fund also finances largescale projects in the areas of reforestation, sustainable agriculture and clean energy generation. These projects are implemented for and by deprived rural agricultural communities in developing countries in Asia, Africa and Latin America.

The certificates received with respect to 2018 relate to five projects: mainly Hifadhi in Kenya (manufacture and distribution of stoves reducing the consumption of wood, 60,000 stoves distributed, 300,000 beneficiaries expected and 1,600,000 tonnes of CO₂saved over ten years), but also Tiipaalga in Burkina Faso (combating desertification and increasing food security by training women in the manufacture of stoves enabling a reduction of up to 60% in the consumption of wood in a region threatened by desertification, with ten year objectives of 30,000 families equipped with 150,000 beneficiaries and 689,000 tonnes of CO₂prevented), ITYF in Peru (combating deforestation and improving the health of 30,000 families in the Andes with 150,000 beneficiaries and a million tonnes of CO₂avoided in 14 years), VI Kenya (a sustainable milk cycle with 30,000 farmers on Mount Elgon with the objective of doubling farmers' revenue whilst avoiding a million tonnes of CO₂) and finally Nature Environment & Wildlife Society (NEWS) in India (16 million mangroves in order to protect rural communities, 4,500 hectares restored, 250,000 beneficiaries and 700,000 tonnes of CO₂avoided over 20 years).

In 2018 CFM Indosuez Wealth Management implemented its ninth voluntary carbon compensation campaign following the renewal of its carbon compensation contract which consists of financing a project which helps prevent greenhouse gas emissions. This finance is carried out through the purchase of carbon credits. Employees were invited to vote for the project of their choice and the 62% participation rate reflects employee interest in the issues and impacts of this transaction. The CLEAN WATER project aiming to provide access to drinking water for local people in Malawi garnered the majority of votes.

7.2 POLLUTION AND WASTE MANAGEMENT

Crédit Agricole CIB does not generate significant pollution directly. The Bank nevertheless devotes substantial effort to waste recycling. Several actions have been implemented to reduce environmental impacts on the campuses of Montrouge and Saint-Quentin-en-Yvelines: zero phytosanitary products, sorting and recycling of waste (paper/card, tins, plastic, ordinary industrial waste and maintenance waste), eco-products for interior maintenance, and limitation of food waste (display, self-service for fruit and vegetables). Actions to raise awareness amongst employees are also regularly organised (energy saving, waste management).

On a worldwide scale, data collection on recycling could still be improved. |In addition, action plans have been implemented in the various Crédit Agricole CIB entities, particularly in Europe and Asia.

The Indosuez Wealth Management Group is also determined to reduce its direct impact on the environment and continues to take action to raise the awareness of its employees of eco-friendly behaviour and the implementation of resource management activities and recycling (paper, ink cartridges, batteries, computer equipment). In addition, Indosuez Wealth Management in Luxembourg has also chosen to strengthen the "Green IT" policy by including energy performance criteria in the choice of computer equipment. This process will be incorporated into the purchasing procedure, and may be extended to other places.

7.3 SUSTAINABLE USE OF RESOURCES

Energy

The indicators relate to consumption of electricity and gas.

NB: Given the significant changes in the scope reported this year as compared to the previous year (year in which Crédit Agricole CIB relocated to the Paris region) any analysis of the variances in consumption is meaningless.

ELECTRICITY

Crédit Agricole CIB has been tracking the electricity consumption of all Crédit Agricole CIB Group entities, including Indosuez Wealth Management entities, data centres and remote sites in the Paris region. Over a total surface area of 310,000 m ² , electricity consumption was reported on for almost 305,000 m ² , constituting a 98% coverage ratio.

For Crédit Agricole CIB in the Paris region, the buildings in Montrouge and Saint-Quentin-en-Yvelines consume 100% "green" electricity, meaning that it is generated by renewable sources of energy. Actions are regularly implemented to limit consumption (e.g.: replacement of lighting in the carpark of the Champagne building with LEDs, taking account of public holidays, and installation of a double flow AHU in the Provence building). In London, the Nordic countries and Brazil, the electricity consumed is also 100% "green".

GAS

Crédit Agricole CIB reports on the consumption of gas of all Crédit Agricole CIB Group entities, including those of Indosuez Wealth Management.

For Crédit Agricole CIB Ile-de-France, actions are regularly implemented in order to limit consumption (e.g.: improvement in building management systems).

HEAT OR STEAM NETWORKS AND URBAN NETWORK

This source of heating is mainly used in North America, Russia and Luxembourg.

Water consumption

With regard to Crédit Agricole CIB in Montrouge, the Éole and Terra buildings are equipped with a rainwater recovery system and use water saving machines for cleaning the floors. In London, an environmental charter was established at the end of 2018 in order to minimise water use.

Paper

Crédit Agricole CIB is continuing actions which aim to reduce paper consumption. These include the sending of electronic greetings cards, encouraging printing on both sides or the use of digital documents.

7.4 TRAVEL FOOTPRINT

Given the considerable weighting of personal travel in Crédit Agricole CIB's global carbon audit, business travel and commuting measures constitute the main mitigating factors in the Company's direct footprint.

Company Travel Plan

Despite continuing efforts to control the travel footprint in 2018, there was a significant increase (+17%) in miles covered under the heading of business travel by train or plane between 2017 and 2018, linked to the strong rise in staff numbers.

On the campuses in Montrouge and Saint-Quentin-en-Yvelines, actions taken to raise the awareness of employees include, among others: replacement of electric bicycles, incentives for carpooling with reserved parking spaces and video-conference equipment to reduce travel.

Mobility Plan

In compliance with its obligations, on the one hand, under the Energy Transition Act and the filing of a Mobility Plan and, on the other hand, under the objectives set by the Crédit Agricole Group to reduce its greenhouse gas emissions, Crédit Agricole CIB actively participated in the launching, monitoring and completion of work covered in the Mobility Plan.

In France, commuting accounts for approximately 6% of Crédit Agricole CIB's carbon footprint.

A steering committee with representatives from eight Crédit Agricole Group entities present on the campuses of Evergreen and St Quentin was created in February 2017. A call for tender was launched and two service providers were chosen. With the help of one service provider, various works were carried out throughout 2018, 12,000 employees were surveyed and there were two dialogue workshops, all with a view to better understanding expectations in the area of travel. Various actions were then suggested and approved in the Group CSR Committee: discussions on teleworking, developing the use of the bicycle now that Montrouge council is creating cycle paths, introduction of a car-pooling application (a call for tender for the six entities will be launched in 2019 to choose a provider for the car-sharing application).

In addition, Indosuez Wealth Management in Luxembourg has implemented various initiatives:

3 CORPORATE GOVERNANCE

Executive Committee of Crédit Agricole CIB on 31 December 2018.

The board of Directors

1. BOARD OF DIRECTORS REPORT ON CORPORATE GOVERNANCE

To the shareholders,

Pursuant to the last paragraph of Article L. 225-37 of the French Commercial Code, this report was prepared by the Board of Directors as a supplement to the management report. It presents the information which is required under Articles L. 225-37, L. 225-37-2 to L. 225-37-5 of the French Commercial Code especially the information concerning the composition of the management bodies (Executive Management and Board of Directors), and the conditions for preparing and organising the Board's work, its committees and remuneration.

It was prepared on the basis of the work of the Board of Directors and its committees, the Secretary to the Board of Directors, the Human Resources Department and the procedures and documentation on internal governance existing inside the Company.

This report was previously presented to the Appointments and governance Committee and to the Compensation Committee with respect to the sections which are covered by their respective areas of expertise. It was approved by the Board of Directors at its meeting on 11 February 2019.

As a preliminary, you are reminded that Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) applies the AFEP-MEDEF Corporate Governance Code, revised in June 2018. This document is available online on the following sites: http://www.afep.com or http://www.medef.com/fr/

1.1 STRUCTURE OF THE CORPORATE GOVERNANCE

1.1.1 Separation of the functions of Chairman of the Board of Directors and Chief Executive Officer

The function of Chairman of the Board of Directors is separate from that of Chief Executive Officer.

The Board of Directors decided to separate these functions in May 2002, in accordance with Article 13, paragraph 5, of the Company's Articles of Association and with French Law No. 2001-420 of 15 May 2001 on new economic regulations. The decision followed the decision of the May 2002 General Meeting to change the Company from a société anonyme (public limited company) governed by a Supervisory Board and Management Board to a société anonyme governed by a Board of Directors.

The separation of these functions is in accordance with the provisions of Article L. 511-58 of the French Monetary and Financial Code, which stipulates that the position of Chairman of the Board of Directors of a credit institution may not be held by the Chief Executive Officer.

Mr Philippe Brassac was appointed as the Chairman of the Board of Directors from 20 May 2015. The Board of Directors meeting on 9 May 2016 renewed his mandate for his term of office as a Director, i.e. up to the end of the Ordinary General Meeting which rules on the financial statements for the 2018 financial year.

In accordance with Article 15 of the Company's Articles of Association, the Chairman of the Board of Directors organises and directs the Board's work and ensures that the Company's bodies function correctly and that the Directors are able to perform their missions. In general, the Chairman possesses all the powers attributed to him by the legislation in force.

Information on the composition of the Executive Management is available at point 1.1.4 of this report.

1.1.2 Composition of the Board of Directors

PROVISIONS IN THE ARTICLES OF ASSOCIATION

The Company's Articles of Association stipulate that the Board of Directors is composed of between 6 and 20 Directors: at least six appointed by the General Meeting of Shareholders and two elected by the employees in accordance with Articles L. 225-27 to L. 225-34 of the French Commercial Code.

The term of office of the Directors appointed by the General Meeting is three years (Article 9 of the Articles of Association).

Any Director reaching the age of sixty-five is deemed to have retired from office at the end of the Annual General Meeting that follows the date of the birthday in question. However, as an exceptional measure, the term of office of a Director appointed by the General Meeting who has reached the age limit may be renewed for a maximum of five subsequent one-year periods, provided the total number of Directors aged 65 or over does not exceed one third of the total number of Directors in office (Article 10 of the Articles of Association).

The two Directors representing the employees are elected for a period that expires the same day: either at the end of the Annual General Meeting of Shareholders held in the third calendar year following that of their election, or at the end of the electoral process organised during this third calendar year if the process occurs after the Shareholders' Meeting (Article 9 of the Articles of Association). The following individuals may also attend meetings of the Board of Directors in an advisory capacity:

► Changes to the composition of the Board in 2018

^* Resigned effective 30 January 2018

The average age of directors on the Crédit Agricole CIB Board of Directors is 57 years.

► Directors and Non-voting Directors at 31 December 2018

⁽¹⁾ Co-option by the Board of Directors.
⁽²⁾ Appointment by the Board of Directors in accordance with Article 17 of the Articles of Association.
⁽³⁾ Given that Jacques Boyer has reached the age limit for Directors (Article 10 paragraph 2 of the Articles of Association), his term as director will expire at the 2019 Shareholders' Meeting.
⁽⁴⁾ Mr Gavalda was appointed for the remainder of the term of his predecessor (who resigned).
⁽⁵⁾ Directors elected by the employees.

INDEPENDENT DIRECTORS ON THE BOARD OF DIRECTORS (IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE AFEP-MEDEF CODE)

^* Percentage calculated according to recommendation 8.3 of the AFEP-MEDEF Code.

Upon recommendations of the Appointments and Governance Committee, the Board of Directors reviewed the list of Independent Directors at its meeting of February 11, 2019. Following the appointments, there were five Independent Directors on 31 December 2018: Mesdames Daveu, Dorland Clauzel, Gri, Noat and Pourre. The proportion of Independent Directors on the Board of Directors on 31 December 2018 amounted to more than a third of the Directors appointed by the General Meeting of Shareholders. It conforms with the Recommendation No. 8.3 of the AFEPMEDEF Code which states that at least one third of the Directors appointed by the General Meeting of Shareholders in companies, whose capital is held by a majority shareholder, must be Independent Directors. The composition of the Board of Directors reflects the Crédit Agricole Group's wish for chairmen or chief executive officers of regional branches of Crédit Agricole to be represented on the Boards of Directors of some of Crédit Agricole S.A.'s subsidiaries. These Directors who come directly from the Crédit Agricole S.A. Group are not considered to be independent because of their functions inside the Group.

► Table of Independent Directors (AFEP-MEDEF criteria)

N.B.:

✓ indicates that the criterion is respected

X indicates that the criterion is not respected

⁽¹⁾ see § 8.5.1 of the AFEP-MEDEF Code
Is not currently nor has been in the last five years:
- an employee or Executive Corporate Officer of the Company;
- an employee, Executive Corporate Officer or Director of a company consolidated by the Company;
- an employee, Executive Corporate Officer or Director of the parent company of the Company or of a company consolidated by that parent company
⁽²⁾ see §8.5.2 of the AFEP-MEDEF Code
Is not a Corporate Officer of a company in which the Company, directly or indirectly, acts as a Director or in which an employee designated as such or a Corporate Officer of the Company (currently or in the last five years) is a Director
⁽³⁾ see §8.5.3 of the AFEP-MEDEF CodeIs not a client, supplier, corporate banker, investment banker or advisor:
- who plays a significant role in the Company or its Group;
- or for whom the Company or its Group represents a significant proportion of business.
⁽⁴⁾ see §8.5.4 of the AFEP-MEDEF Code
Has no close family relationship with a corporate officer.
⁽⁵⁾ see §8.5.5 of the AFEP-MEDEF Code
Has not been an auditor of the Company in the last five years.
⁽⁶⁾ see §8.5.6 of the AFEP-MEDEF Code
Has not been a Director of the Company for more than 12 years. The loss of the status of independent director occurs on the anniversary of the 12 years.
⁽⁷⁾ see §8.6 of the AFEP-MEDEF Code
A non-executive Corporate Officer may not be deemed an independent if he or she receives variable compensation in cash or in the form of shares or any other compensation related to the performance of the Company or Group.
⁽⁸⁾ Possibilities:
^(a) Directors representing major shareholders in the Company or its parent company may be deemed independents providing that the shareholders do not participate in the control of the Company. However, should the shareholder own more than 10% of the capital or voting rights, the Board, based on a report by the Appointments Committee, must systematically query the Director's independence, taking into account the Company's ownership structure and the existence of a potential conflict of interest (cf §8.7 of the AFEP-MEDEF Code);
^(b) The Board of Directors may take the view that a Director who fulfils the aforementioned criteria should not be deemed independent because of his or her particular situation or that of the Company, given the Company's ownership structure or for any other reason. Conversely the Board may consider that a Director although not satisfying the above criteria is however independent (cf §8.4 last paragraph of the AFEP-MEDEF Code).

The position of the two Independent Directors (Mrs Gri and Mrs Pourre) was examined with respect to the first criterion.

Mrs Gri and Mrs Pourre are Directors of Crédit Agricole S.A.. The Appointments and Governance Committee and the Board of Directors considered that this situation reflected Crédit Agricole S.A.'s desire for the Chairwomen of its Audit Committee and Risk Committee to play a special role vis-a-vis its subsidiaries to ensure continuity in their mission and that this situation was unlikely to jeopardise their independence.

The situation of five Independent female Directors was examined with regards to the third criterion.

The Appointments and Governance Committee and the Board of Directors noted that the companies in which the five Directors hold functions or corporate mandates do not have any commercial dealings with the Company, are not considered to be suppliers or significant advisers of the Company, or that the commercial NBI realised by Crédit Agricole S.A. with these entities is insignificant and unlikely to jeopardise their independence. This review was performed in particular for the Kering Group, Albioma and Ponant (Mrs Daveu), for Eurogroup Consulting (Mrs Noat), for Edenred, WNS Services and 21 Centrale Partner (Mrs Gri) and for SEB and Bénéteau (Mrs Pourre).

The Appointments and Governance Committee and the Board of Directors also noted that their respective positions in these companies did not mean that they were involved in, or had direct business dealings with, Crédit Agricole CIB.

1.1.3 Diversity within the Board of Directors and the governing bodies of Crédit Agricole CIB

1.1.3.1 DIVERSITY WITHIN THE BOARD OF DIRECTORS

♦ Balanced representation of men and women on the Board of Directors

At 31 December 2018, the Board of Directors had seven female members (43.75%), six of whom were appointed by the General Meeting, i.e. 42.85% of the Directors appointed by the Shareholders' General Meeting.

In accordance with Article 435[2 c] of EU Regulation No. 575/2013 and Article L. 511 -99 of the French Monetary and Financial Code, the Appointments and Governance Committee reviewed the objective of a balance between the genders on the Board of Directors, and the policy required to achieve it.

Pursuant to Article L. 225-17 of the French Commercial Code, there must be a balanced representation of women and men on the Board of Directors. In accordance with Article L. 225-18-1 of the French Commercial Code, this balanced representation on the Board of Directors of Crédit Agricole CIB must result in at least a 40% proportion for each sex.

The Appointments and Governance Committee also noted that the proportion of women among the Directors appointed by the General Shareholders' Meeting of Crédit Agricole Corporate and Investment Bank was 42.85%. The Bank has an objective of maintaining this ratio at 40% minimum for each sex. The policy developed involves actively seeking suitable high-quality candidates - both men and women - in order to ensure that this ratio is respected if the members of the Board of Directors changes, whilst ensuring complementarity between the Directors' careers, experiences and skills.

♦ Diversity policy within the Board of Directors

In keeping with its Social Responsibility policy, Crédit Agricole CIB aims to promote diversity at all levels, particularly among members of its Board of Directors.

To this end, when considering new appointments, the Board of Directors takes diversity into account to ensure a sufficient range of qualities and skills allowing a variety of points of view relevant to the decision-making process.

Priority is given to the candidate's ability to maintain a complementarity in career paths, experiences and skills within the Board of Directors, in particular by taking into account their knowledge of the banking sector as defined by the guidelines of the EBA (EBA/ GL/2017/12 of 21 March 2018), the ECB Guide dated May 2018 relative to the fit and proper evaluation, or any other text which would replace or supplement them.

The Appointments and Governance Committee and the Board of Directors have no policy concerning the age limit of the members of the Board since priority is given to examining their experience and competence. For this reason, the legal and regulatory requirements naturally lead to the selection of candidates with recognized skills and experience in accordance with the applicable texts.

The search to find the best director candidates will be done in particular by gathering suggestions from the members of the Board and the Crédit Agricole Group.

This approach aims to ensure that the composition of the Board of Directors reflects the shareholding structure of Crédit Agricole CIB, which is more than 99% owned by Crédit Agricole Group companies, as well as to attract directors with diversified and complementary profiles in terms of training, skills and professional experience while respecting the legal minimum proportions in terms of gender equality (40% representation for each sex) and the number of Independent Directors (1/3 of board members) pursuant to the AFEP-MEDEF Code.

It is noted that the Board of Directors of Crédit Agricole CIB, in accordance with the provisions of Articles L.225-27 et seq. of the French Commercial Code, must have at least two directors elected by the employees and that Article 17 of the Articles of Association permit the appointment of one or several non-voting directors. These provisions help to enhance diversity within the Board of Directors.

Mrs Audrey Contaut and Mr Jean de Dieu Batina were elected as Directors to represent the employees in accordance with Articles L. 225-27 et seq. of the French Commercial Code and Article 9 of the Company's Articles of Association.

Messrs Jacques Ducerf and Paul Carite were appointed as Non-voting Directors by the Board of Directors, respectively on 9 May 2016 and on 9 February 2018, both for a period of three years in accordance with the provisions of article 17 of the Company's Articles of Association to support the development of Crédit Agricole CIB's relations with the Regional Banks, particularly with regard to the monitoring of Intermediate Size Enterprises (ISE).

All Directors of the Company are of French nationality.

1.1.3.2 DIVERSITY WITHIN THE DECISION-MAKING BODIES

Convinced that diversity is a real driver of performance and innovation, Crédit Agricole CIB for several years now been following a proactive diversity policy. It is within this context in particular that the Bank actively participates in the Crédit Agricole Group's Diversity Plan launched in 2016.

In order to identify the main issues and measure the effectiveness of its diversity policy, Crédit Agricole CIB monitors gender distribution indicators throughout the year. In 2016, all senior executives set quantitative targets for the demographics of their business to be achieved by the end of 2019.

At December 31, 2018, women comprised 43% of the global workforce and 31.4% of Crédit Agricole CIB managers. Women accounted for 18.1% and 25%, respectively of members of the managerial circles 1 and 2 (principal managers) and the Executive Committee of the Bank. Moreover, in terms of gender diversity within the top 10% of high-level positions of responsibility, the results show that the feminization of circle 1, comprising 25 people, is around 16%.

In addition, the three main areas of the professional gender equality agreement renewed in France in 2016 for a period of 3 years are: to ensure balanced job recruitment and equal pay, train employees in, and raise their awareness of, the principles of professional equality and non-discrimination, support women in the promotion of their careers particularly on their return to work after maternity leave. Crédit Agricole CIB also deploys several awareness-raising and support initiatives in its various establishments (Diversity Week, dedicated training courses, mentoring program, return from maternity leave workshops, etc.), which can be found on page 50.

Finally, under the terms of Article L. 225-37-1 of the Commercial Code, the Board of Directors deliberates annually on Crédit Agricole CIB's policy in the area of equal pay and opportunity and the implementation of the gender equality plan. During these deliberations it examines the results achieved in the Bank's various businesses, particularly in management circles.

1.1.4 Composition of the Executive Management and limitations on the Chief Executive Officer's powers

► Composition of the Executive Management at 31 December 2018

⁽¹⁾ Jean-Yves Hocher took his retirement and stepped down as the Company's Chief Executive Officer on 1 November 2018.

The Chief Executive Officer and Deputy Chief Executive Officers are also the effective senior corporate executives within the meaning of the French Monetary and Financial code and the regulations which apply to credit institutions.

On 18 June 2018, Mr Jacques Prost stepped down as Deputy Chief Executive Officer to take up other positions within the Crédit Agricole Group. Mr Régis Monfront became Deputy General Manager on 11 July 2018 following the end of his term as Deputy Chief Executive Officer at Crédit Agricole CIB.

LIMITATIONS ON THE POWERS OF THE CHIEF EXECUTIVE OFFICER

The limitations on the Chief Executive Officer's powers are specified below, as well as in the presentation of the powers of the Board of Directors at point 1.2.2.

The rules of procedures of the Board of Directors stipulate that, in the performance of his duties, the Chief Executive Officer is required to comply with the internal control rules that apply within the Crédit Agricole Group and the strategies defined and decisions taken, which under the law or according to the aforementioned rules are the responsibility of the Board of Directors or the Shareholders' Meeting.

These rules of procedures also stipulate that the Chief Executive Officer is required to refer all significant projects concerning the Company's strategic decisions, or that may affect or alter its financial structure or scope of activity, to the Board of Directors, requesting instructions. In addition, as mentioned in the "Powers of the Board of Directors" at point 1.2.2, as a purely internal limitation that is not binding on third parties, the Chief Executive Officer is required to obtain prior authorisation from the Board of Directors or its Chairman before entering into certain types of transactions.

1.2 FUNCTIONING, PREPARATION AND ORGANISATION OF THE BOARD OF DIRECTORS' WORK

The functioning and preparation and organisation of the work done by the Board of Directors comply with laws and regulations currently in force, the Company's Articles of Association, the rules of procedures applicable to the Board of Directors and internal directives.

1.2.1 Mode and frequency of the Board of Directors

The Articles of Association state that the Board shall meet as often as the interests of the Company require, at the request of the Chairman or at least one third of the Directors. The Board's rules of procedures state that, unless otherwise decided by the Chairman, the Board may hold its meeting by means of telecommunication that allow for the identification of Directors and ensure their full participation, provided that at least five Directors are physically present at the location of the Board Meeting (Article 11 of the Articles of Association) and that, in accordance with the law, the proceedings do not concern the preparation and approval of the annual separate and consolidated financial statements and management reports.

1.2.2 Powers of the Board of Directors

The powers of the Board of Directors are listed in Article L. 225-35 of the French Commercial Code and are detailed in the Board's rules of procedures. Within the framework of the mission entrusted to it by law and by banking regulations, and in view of the powers vested in the Executive Management, the Board of Directors defines strategy and the Company's general policies. It approves, as necessary and as proposed by the Chief Executive Officer and/or the Deputy Chief Executive Officer, the resources, structures and plans allocated for the implementation of the general strategies and policies it has defined. The Board rules all the questions connected with the Company's administration submitted to it by the Chairman and the Chief Executive and by its specialised committees or on any other question which is submitted to it.

In addition to the aforementioned powers and those conferred upon it by law and the rules of procedures, it decides on the proposal of the Chief Executive Officer and/or the Deputy Chief Executive Officer:

In addition, on the proposal by the Chief Executive Officer and/ or the Deputy Chief Executive Officer, the Board authorises the purchase or sale of real estate made in the name or on behalf of the Company, when the amounts of these transactions exceed €30 million.

The Board of Directors also has specific powers regarding other legal and regulatory provisions applicable to credit institutions and companies whose securities are traded in a regulated market in terms of corporate governance, risk management and internal control.

1.2.3 Referral procedure, information procedure and terms of the Board's intervention -Conflicts of Interest

In order to enable the Secretary of the Board of Directors to prepare the Board meetings, an internal governance document sets out the conditions of intervention of and the means of referral to the Board. This document notably stipulates the conditions under which the head office or branch departments must inform the Secretary, within the scope of the schedule for the Board's meetings, of the points which are liable to be added to the draft agenda for each meeting as well as the information documents. The draft agenda is then sent for approval to the Chairman of the Board of Directors. The Board of Directors' rules of procedures specify the roles of the Board's committees. They also contain a reminder of the principles and best practices for corporate governance that help to raise the quality of the work undertaken by the Board of Directors, including the provision of the information necessary for the Directors to usefully contribute to the issues entered into the agenda, the obligations of confidentiality, and the obligations and recommendations regarding privileged information and conflicts of interest, the details of which are restated in section 1.3.3 "Déontologie, conflicts of interest and informations privilégiées".

The Board of Directors, in accordance with Articles L. 225-38 et seq. of the French Commercial Code, authorises related party agreements prior to their signature. The Directors and Managers concerned by the agreement do not take part in the voting. Information relating to the 2018 agreements (new agreements, concluded and authorised, as well as those entered into previously which continued in 2018) is sent to the Statutory Auditors, who will present their special report to the General Meeting of Shareholders. This report is provided on page 464 of the Registration Document. At its meeting on 11 February 2019, the Board reviewed the related-party agreements entered into previously and still in force in 2018, in accordance with the provisions of Article L. 225-40-1 of the French Commercial Code.

1.2.4 Activities of the Board of Directors in 2018

The Board of Directors met seven times during the 2018 financial year.

For almost all items on the agenda of the Board meetings, supporting documentation is distributed several days before the meeting.

The principal matters examined during these meetings, following any necessary initial analysis by the specialised committees, were as follows:

CONCERNING BUSINESS AND STRATEGY

The Board of Directors reviewed the quarterly presentation on the Company's commercial activity, as well as presentations of the 2018 budget, the 2019 budget and the 2022 plan.

The Board was informed of transactions concerning certain international subsidiaries and holdings and reorganization operations at Group level.

In addition, it approved the provisions put in place by Crédit Agricole CIB to comply with MIFID2 requirements.

CONCERNING THE FINANCIAL STATEMENTS, THE FINANCIAL POSITION AND THE DEALINGS WITH THE STATUTORY AUDITORS

In accordance with regulatory requirements, the Board of Directors approved the corporate and consolidated financial statements for the 2017 financial year and examined the half-yearly and quarterly results during 2018. The Chairman of the Audit Committee presented a report on the work of the Audit Committee each time the Board of Directors examined these financial statements, and the Statutory Auditors informed the Board of their observations.

CONCERNING RISKS AND INTERNAL CONTROL

After hearing the Risks Committee, the Board of Directors examined the following on a quarterly basis:

Half-yearly updates were also presented to the Board of Directors:

The following were also presented to the Board of Directors:

The Board of Directors also approved:

CONCERNING GOVERNANCE, COMPENSATION AND HUMAN RESOURCES

After hearing the Appointments and Governance Committee, the Board of Directors then:

After hearing the Compensation Committee, the Board of Directors then:

It approved the terms of the Corporate Governance report, the terms of the management report, in particular the information on CSR, approved the agenda and the resolutions of the annual Ordinary General Meeting and the terms of its report to this General Meeting.

It was informed of the appointment of the new Director of risks and permanent control.

It regularly reviewed the list of people authorised for bond issues and approved the arrangements for the training of the Directors elected by the employees.

CONCERNING RELATED-PARTY AGREEMENTS

In accordance with the provisions of Article L. 225-38 of the French Commercial Code, the Board of Directors authorised related-party agreements concerning:

The details of these agreements are presented by the Statutory Auditors in their special report in chapter 8 of this Registration Document.

In accordance with the provisions of Article L. 225-40-1 of the French Commercial Code, the Board of Directors re-examined the agreements entered into and authorised during previous financial years that continued to be executed in the course of the financial year.

1.2.5 Assessment of the skills and functioning of the Board of Directors

ASSESSMENT OF THE COLLECTIVE AND INDIVIDUAL SKILLS OF THE DIRECTORS

The Appointments and Governance Committee carried out an assessment of the collective and individual skills of Directors based on a self-assessment in November 2018. The findings of this assessment presented to the Board show that:

ASSESSMENT OF THE FUNCTIONING OF THE BOARD OF DIRECTORS

A self-assessment of the performance of the Board of Directors was conducted during the fourth quarter of 2018, based on an individual questionnaire consisting of 62 questions sent to each Board member. The questions concerned in particular: the organisation of the Board, its operation, its composition and the quality of relationships within it, the work of the various Board committees, and the training and information provided for the Directors. The self-assessment was administered by the Appointments and Governance Committee and presented to the Board.

The responses helped to:

The guidelines adopted by the Board for 2019 following the self-assessment of the functioning of the Board include the continuation of efforts undertaken in terms of the knowledge and sharing of Crédit Agricole CIB's strategy, the training of new directors and synthesis of topics to allow more time for discussion.

► Attendance rate at Board meetings Board of directors

The average attendance rate for members of the Board of Directors including those whose terms of office expired during the year is 93.3% for all Board meetings in 2018.

► Average attendance rate of Directors comprising the Board

⁽¹⁾ The term of office of Messrs Imbault and Paviet expired on 4 May 2018
⁽²⁾ Messrs. Boyer, Gavalda and Triquet were appointed as directors by the Ordinary General Meeting of 4 May 2018.

1.2.6 Training for Directors

A procedure defined in 2013 to welcome new Directors includes the delivery to any new Director of a welcome booklet, which presents key documents relating to the governance of the Company's corporate bodies, the Company's strategy and budget, the Registration Document and the activity report for the previous year. When a new Director first joins the Board, meetings are also organised between the new Director and Executive Management members, the Head of Risks and Permanent Control, the CFO and the Head of Compliance and the Head of Human Resources.

In addition to the programme established for new Directors, training measures for all Directors continued in 2018. A seminar for Directors held in June 2018 provided an opportunity for a better understanding of the expectations of the Bank's customers by meeting the top management of two of Crédit Agricole CIB's biggest customers to improve the knowledge of the Bank's activities and strategy. A technical training session devoted to compliance (international sanctions, anti-money laundering / terrorism financing, competition law, anti-corruption) and innovation (contribution of innovation in terms of detection and risk control) was held in December 2018. Directors also benefit from permanent access to an e-learning programme offering various courses on the theme of compliance.

In addition, in accordance with the provisions of Articles L. 22530-2 and R. 225-34-3 of the French Commercial Code, the Board of Directors, at its meeting on 13 December 2018, determined the training to be followed by the employee Directors in 2019.

Finally, if judged opportune, a Director can receive individual training especially on taking up new functions on the Board or its committees.

1.2.7 Specialised committees of the Board of Directors

The Board has four specialised committees: an Audit Committee, a Risk Committee, an Appointments and Governance Committee, and a Compensation Committee.

The members of these committees are appointed by the Board of Directors in accordance with its rules of procedures.

These specialised committees assist the Board of Directors in its duties and in preparing for discussions. They may, for example, conduct studies or submit opinions or recommendations to the Board.

The committees interact where appropriate to ensure consistency in their work. Each committee reports on its work to the Board of Directors so that members can be fully informed when participating in discussions.

Each committee carries out the missions that are assigned by the law and the regulations in force, as well as by the rules of procedures of the Board of Directors and meets periodically and as necessary, in order to review any subject within its jurisdiction. The committee can request access to all the information it deems relevant to perform its mission.

Each committee bases its work mainly on the summary information provided by the departments and on the interviews or meetings that it holds with Company people deemed useful for the performance of its missions; if it so wishes, these interviews or meetings can be held without the presence of the Executive Management. After informing the Chairman of the Board of Directors, and in order to report to the Board of Directors, the committee can have any studies required to assist the Board's deliberations drawn up at the Company's costs, after verifying the objectivity of the expert selected.

AUDIT COMMITTEE

♦ Composition of the audit committee at 31 December 2018

The rules of procedures of the Board of directors stipulate that the Audit Committee is composed of at least four Directors.

MEMBERS AT 31 DECEMBER 2018

In accordance with the AFEP-MEDEF Code (§15.1), the proportion of Independent Directors is equal to two thirds.

A short biography is available in section 1.3 of this Registration Document.

♦ Missions of the audit committee

The committee meets at least quarterly.

It liaises with the Statutory Auditors as often as required, and for the preparation of the interim and annual financial statements.

EXTRACT FROM THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS

"The committee's primary purpose is to monitor management issues related to the development and review of the corporate and consolidated financial statements, the effectiveness of the internal control and risk management systems with respect to the procedures in the preparation and treatment of accounting and financial information, monitoring the work of the Statutory Auditors on these issues and their independence.

Without prejudice to the powers of the Board of Directors, its powers are in particular:

To monitor the process of compiling financial information:

It monitors the process for preparing the financial information and if necessary makes recommendations to guarantee the integrity of this information. It checks the relevance and performance of the accounting principles adopted by the Company to prepare the parent company's financial statements and the consolidated financial statements.

To review the corporate and consolidated financial statements

It examines the draft corporate and consolidated annual, half-yearly and quarterly financial statements, before submission to the Board of Directors.

To review and monitor the effectiveness of the internal control and risk management systems relating to financial and accounting information:

It examines and monitors, without its independence being impaired, the effectiveness of the internal control and risk management systems, regarding the procedures related to the preparation and treatment of accounting and financial information. In this, it makes an assessment of the quality of the internal control, proposes complementary actions if and as necessary, monitors the work of the teams who are responsible for internal control, including internal audit.

To monitor the independence and objectivity of the Statutory Auditors Approves the provision by the Statutory Auditors of the services mentioned in Article L. 822-11-2 of the French Commercial Code:

in accordance with the legal provisions and regulations applicable:

To monitor the fulfilment of the Statutory Auditors' mission:

it monitors how the Statutory Auditors perform their mission, and in particular examines their work programme, their findings and recommendations; it receives their additional annual report on the results of the statutory audit of the financial statements;

It takes account of the findings and conclusions of the Statutory Auditors Audit Council (Haut conseil du Commissariat aux comptes) if controls are carried out in accordance with the provisions of the French Commercial Code.

The committee can make any recommendation concerning its missions and powers.

It may review all questions particularly of a financial or accounting nature that are submitted to it by the Chairman of the Board of Directors or Chief Executive Officer.

It reports on the performance of its duties to the Board of Directors."

♦ Activities of the Audit Committee during 2018

The Audit Committee met seven times during 2018, including three joint sessions with the Risk Committee.

Each committee meeting was preceded by a conference call with the Finance Department. Certain situations relating to the financial statements or the missions of the Statutory Auditors were able to be clarified during telephone discussions. Specific phone conversations were held with the Statutory Auditors.

During these meetings, the committee examined:

The minutes of each meeting were submitted to the Board of Directors.

The attendance rate of the members of the Audit Committee in 2018 was 93.87%.

► Attendance rate of the members comprising the Audit Committee

⁽¹⁾ Mr Boyer was appointed a member of the Committee by the Board on 4 May 2018.
⁽²⁾ Mr Paviet was not reappointed as a Director at the Annual General Meeting on 4 May 2018.

RISK COMMITTEE

♦ Composition of the risk committee at 31 December 2018

The rules of procedures of the Board of Directors stipulate that the Risks Committee is composed of at least four Directors.

MEMBERS AT 31 DECEMBER 2018

Mr François THIBAULT was appointed Committee member by the Board of Directors on 4 May 2018.

♦ Missions of the risk committee

The Risks Committee meets whenever necessary, and at least once a quarter. It is fully informed about the Company's risks. If necessary, it may call on the services of the head of risk management or external experts.

EXTRACT FROM THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS

"The main missions of the Risk Committee are the following:

♦ Activities of the Risk Committee during 2018

The Risk Committee met seven times during 2018, including three joint sessions with the Audit Committee.

During these meetings, the committee examined:

In the course of preparing the work of the Audit and Risks Committees, several meetings were held:

The minutes of each meeting were submitted to the Board of Directors.

The attendance rate of the members of the Risks Committee in 2018 was 91.83%.

► Attendance rate of the members comprising the Risks Committee

⁽¹⁾ Mr Paviet was not reappointed as a Director at the Annual General Meeting on 4 May 2018.
⁽²⁾ Mr Thibault was appointed a member of the Committee by the Board on 4 May 2018.

During their joint sessions, the Audit Committee and the Risk Committee also examined:

APPOINTMENTS AND GOVERNANCE COMMITTEE

♦ Composition of the Appointments Committee and Governance Committee at 31 December 2018

The Appointments and Governance Committee is composed of at least two Directors.

MEMBERS AT 31 DECEMBER 2018

Mr Luc Jeanneau was appointed member of the Appointments and Governance Committee on 4 May 2018 The Appointments and Governance Committee therefore has a majority of Independent Directors in accordance with the provisions of the AFEP-MEDEF Code (§16.1).

The Chief Executive Officer and the Secretary of the Board are invited to the meetings of this committee.

♦ Duties of the Appointments and Governance Committee

EXTRACT FROM THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS

"The principle missions of the Appointments and Governance Committee are:

♦ Actions of the Appointments and Governance Committee during 2018

The Appointments and Governance Committee met six times during 2018.

At its meetings, the committee:

The minutes of each meeting were submitted to the Board of Directors.

The attendance rate of the members of the Appointments and Governance Committee in 2018 was 87.49%.

► Attendance rate of the members of the Appointments and Governance Committee

⁽¹⁾ Mr Imbault was not reappointed as a Director at the Annual General Meeting on 4 May 2018.
⁽²⁾ Mr Jeanneau was appointed a member of the Committee by the Board on 4 May 2018.

COMPENSATION COMMITTEE

♦ Composition of the compensation committee at 31 December 2018

The rules of procedures of the Board of Directors stipulate that the Compensation Committee is composed of at least four Directors and includes a Director representing the employees, and one Director in common with the Risks Committee.

MEMBERS AT 31 DECEMBER 2018

Mr Luc Jeanneau was appointed member of the Compensation Committee on 4 May 2018

This committee, chaired by an Independent Director, has a total of four Directors, including two Independent Directors, a Director representing employees and a Director of the Crédit Agricole Group. This committee has a majority of Independent Directors in accordance with the provisions of the AFEP-MEDEF Code (Recommendations No. 14.1 and 17.1).

The Compensation Committee's duties fall within the framework of the Group's compensation policy. With a view to harmonising Crédit Agricole S.A.'s compensation policies, the Group Human Resources Director or his or her representative, as well as the Chairman of the Board of Directors and the Chief Executive Officer of Crédit Agricole S.A., are invited to the meetings of the Compensation Committee. An overall monitoring of the compensation policy applicable across all Crédit Agricole Group S.A. entities is carried out within Crédit Agricole S.A. This follow-up is presented to the Board of Directors of Crédit Agricole S.A. and includes proposals for the principles used to determine the amounts of variable remuneration, the examination of the impact of the risks and the capital requirements inherent to the activities concerned, as well as an annual review, by the Compensation Committee of the Crédit Agricole S.A. Board, of compliance with regulatory provisions and professional standards on compensation.

♦ Missions of the compensation Committee

EXTRACT FROM THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS

"The Compensation Committee prepares the decisions of the Board of Directors regarding compensation, in particular those having an impact on risk and risk management in the Company, it assists in the development of compensation policies and the supervision of their implementation.

It makes recommendations to the Board including:

It also carries out the following:

♦ Activities of the Compensation Committee during 2018

The Compensation Committee met five times during 2018.

These meetings focused primarily on the following matters:

The minutes of each meeting were submitted to the Board of Directors.

The attendance rate of the members of the Compensation Committee in 2018 was 76.66%.

► Attendance rate of members comprising...

⁽¹⁾ Mr Imbault was not reappointed as a Director at the Annual General Meeting on 4 May 2018.
⁽²⁾ Mr Jeanneau was appointed a member of the Committee by the Board on 4 May 2018.

1.3 OTHER INFORMATION CONCERNING CORPORATE OFFICERSX

1.3.1 List of the functions and mandates held by the Executive Corporate Officers at 31 December 2018

MEMBER OF THE EXECUTIVE MANAGEMENT

Jacques RIPOLL

› BORN in 1966

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2018

END OF TERM OF OFFICE | Indefinite term of office | Does not hold any shares in the Company

Main office within Crédit Agricole CIB in 2018: Chief Executive Officer

Business address: 12, place des Etats-Unis - CS 70052-92547 Montrouge Cedex

› BRIEF BIOGRAPHY

A graduate of the Ecole Polytechnique, Jacques Ripoll joined Société Générale in 1991 in the General Inspectorate, and moved to the Equity Derivatives department in 1998. He became head of sales and trading for European equities in 2003, and Director of Strategy for the bank between 2006 and 2009. He then joined the Executive Committee of Société Générale in charge of four business lines: Asset Management, Private Banking, Investor Services and Newedge.

In 2013, Jacques Ripoll moved to Banco Santander as Head of Investment Banking for the United Kingdom. In 2015, he was appointed Senior Executive Vice President of the Santander Group in charge of investment banking worldwide.

On 1 November 2018 he was appointed Chief Executive Officer of Crédit Agricole CIB, and he also became Deputy General Manager of Crédit Agricole S.A. responsible for the Large Customers division, for Corporate and Investment banking, Wealth Management (CA Indosuez Wealth Group) and services for institutional investors and businesses (CACEIS).

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group and whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

François MARION

› BORN in 1958

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2016

END OF TERM OF OFFICE | Indefinite term of office | Does not hold any shares in the Company

Main office within Crédit Agricole CIB in 2018: Deputy Chief Executive Officer

Business address: 12, place des Etats-Unis - CS 70052-92547 Montrouge Cedex

› BRIEF BIOGRAPHY

A graduate of HEC, François Marion spent a significant part of his career within Crédit Agricole Indosuez, first at Banque Indosuez, which he joined in 1983, in the Control and Audit function, then in 1985 in New York, where he was responsible for all banking support functions. In 1992, he was appointed Chief Operating Officer for all of the Group's Asia-Pacific units. In 1997, he returned to Paris, where he was responsible for all financial control, budgeting and strategic planning at Crédit Agricole Group Indosuez, becoming a member of the Executive Committee and Director of Systems and Operations in 1999. From June 2004, he was appointed Chief Executive Officer of Crédit Agricole Investor Services. He became Chairman of the Management Committee of CACEIS upon its creation in 2005, then its Chief Executive Officer in 2009. He has been Deputy Chief Executive Officer of Crédit Agricole CIB since 18 May 2016.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

BOARD OF DIRECTORS

Philippe BRASSAC

› BORN IN 1959

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2010

END OF TERM OF OFFICE | Indefinite term of office | Does not hold any shares in the Company

Office held in Crédit Agricole CIB in 2018: Chairman of the Board of Directors Business

address: 12, place des Etats-Unis 92127 Montrouge Cedex France

› BRIEF BIOGRAPHY

A graduate of the Paris Graduate School of Economics, Statistics and Finance (ENSAE), Philippe Brassac joined Crédit Agricole du Gard in 1982. He held several executive offices there before being appointed, in 1994, Deputy General Manager of Crédit Agricole des Alpes-Maritimes, now Crédit Agricole Provence Côte d'Azur. In 1999, he joined Caisse Nationale de Crédit Agricole as Director of relations with Regional Banks. In 2001, he was appointed Chief Executive Officer of Crédit Agricole Provence Côte d'Azur. In 2010, he also became Secretary General of the Federation Nationale du Crédit Agricole (FNCA) and Deputy Chairman of the Board of Directors of Crédit Agricole S.A.. In May 2015, he was appointed Chief Executive Officer of Crédit Agricole S.A.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group and whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Jean de Dieu BATINA

› BORN IN 1962

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2017

END OF TERM OF OFFICE | 2020 | Does not hold any shares in the Company

Office held in Crédit Agricole CIB in 2018: Director representing employees

Member of the Compensation Committee

Business address: 12, place des Etats-Unis - CS 70052-92547 Montrouge Cedex

› BRIEF BIOGRAPHY

With a PhD in Economics from the University of Paris 2, a post-graduate degree (DEA) in Econometrics and Finance, a degree from ESSEC (Strategic Marketing Certificate), Jean de Dieu Batina began his career within the Crédit Agricole Group at Crédit Agricole Assurances-Prédica, as head of Economic, Statistical and Commercial Research, then at Indosuez at the Corporate Secretary - Information Centre, and at the Banking Operations Department. He joined Crédit Agricole CIB firstly in Cash Management, then with the Foreign Delegations Network, before moving to International Business Solutions.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Jacques BOYER

› BORN IN 1953

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2018

END OF TERM OF OFFICE | 2019 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Member of the Audit Committee

Business address: CRCAM du Languedoc- avenue de Montpelliéret - Maurin - 34977 LATTES - France

› BRIEF BIOGRAPHY

Manager of a wine producing company in the Languedoc for many years, Jacques Boyer joined the Crédit Agricole S.A Group since 1977.

After serving as Vice-Chairman of the Caisse Regional du Midi, Jacques Boyer became Chairman of the Crédit Agricole Regional Bank in Languedoc in 2011. At the same time, he has numerous responsibilities and positions within the Crédit Agricole Group and holds several offices within Group subsidiaries.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Audrey CONTAUT

› BORN IN 1992

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2017

END OF TERM OF OFFICE | 2020 | Does not hold any shares in the Company

Office held in Crédit Agricole CIB in 2018: Director (Director representing employees)

Business address: 12, place des Etats-Unis - CS 70052-92547 Montrouge Cedex - France

› BRIEF BIOGRAPHY

A graduate of ESC School of Commerce Troyes, Audrey Contaut began her career at Crédit Agricole CIB in March 2015, when she joined OPC (Operation & Country COOs), first as a Back-Office Derivatives and Payments manager then as a Back-Office Equity Division & Collateral Derivatives Payments manager. Since November 2018, Audrey Contaut has been a KYC analyst for RPC (Risk and Permanent Control).

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Bertrand CORBEAU

› BORN IN 1959

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2016

END OF TERM OF OFFICE | 2021 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Business address: 12, place des Etats-Unis- 92127 Montrouge Cedex - France

› BRIEF BIOGRAPHY

A graduate of the Institut technique de Banque, the Institut national de Marketing and the INSEAD business school, Bertrand Corbeau has spent his entire career at Crédit Agricole, first at Crédit Agricole de la Mayenne in 1981 then at the Anjou-Mayenne and the Anjou and Maine Regional Banks, as Commercial Director. In 2003, he joined Crédit Agricole in Franche-Comté as Deputy General Manager. In 2006, he was called to take up the same position at Crédit Agricole de Val-de-France. He became Chief Executive Officer of Crédit Agricole in Franche-Comté in 2007. In 2010, he was appointed Chief Executive Officer of the Fédération nationale du Crédit Agricole, remaining in this position until 2016. He was appointed Deputy General Manager of Crédit Agricole S.A. responsible for the Development, Client and Innovation business, on 4 April 2016 and is a member of the Executive Committee.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Marie-Claire DAVEU

› BORN IN 1971

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2014

END OF TERM OF OFFICE | 2020 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Chairwoman of the Risk Committee - Member of the Audit Committee - Member of the Appointments and Governance Committee

Business address: 40, rue de Sevres - 75007 Paris - France

› BRIEF BIOGRAPHY

Graduate of Institut national agronomique Paris-Grignon (1995), École nationale de genie rural des eaux et forêts (1997) with a Master of Advanced Studies (DESS) in Public Administration (Université Paris-Dauphine - 1997), Marie-Claire Daveu began her career as a high-ranking civil servant within the Départemental directorate for agriculture and forestry of La Manche, before moving to the Ministry of Urban Planning and Environment. In 2004, she became Cabinet Director at the Ministry for Ecology and Sustainable Development. From 2005 to 2007, she was head of Sustainability at the Sanofi-Aventis Group. From 2007 to 2012, she was Cabinet Director first within the Ministry of State in charge of Ecology, then Ministry of State in charge of strategic studies and the digital economy before joining the Ministry of Ecology, Sustainable Development, Transport and Housing. Since 2012, she has been head of Sustainability and International Institutional Affairs at the Kering Group and a member of the Executive Committee.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Claire DORLAND CLAUZEL

› BORN IN 1954

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2016

END OF TERM OF OFFICE | 2019 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Chairwoman of the Appointments and Governance Committee - Member of the Audit Committee Member of the Compensation Committee

Business address: 12, place des Etats-Unis - CS 70052 - 92547 Montrouge Cedex - France

› BRIEF BIOGRAPHY

Holder of a Master's degree in history from Université Paris Sorbonne and a Doctorate from Institut de Geographie, and a graduate of École Nationale d'Administration (1988 "Montaigne" cohort), Claire Dorland Clauzel began her career at the Ministry of Agriculture before joining the Ministry of Economy and Finance, Treasury Department, in 1988. She was appointed Deputy head of Finance for the Usinor Group from 1993 to 1995 and became Cabinet Director of the Director of the Treasury in 1995. In 1998, she joined AXA as head of Audit and Control of AXA France, where she was also a member of the Executive Committee. She was appointed Chief Executive Officer of AXA France Support in 2000 before becoming head of Communication, Branding and Sustainability of the AXA Group and a member of the Executive Committee in 2003. In 2008, she joined the Michelin Group as head of Communications and Branding. From 2014 to 2018, she was Head of Brands, External Relations and Maps and Guides of the Michelin Group; she was also Head of Sustainable Development from 2017 to 2018 and member of the Executive Committee. Since 2018, she has been joint-director of a vineyard.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Olivier GAVALDA

› BORN IN 1963

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2016

END OF TERM OF OFFICE | 2019 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Business address: CRCAM Paris Ile de France- 26, quai de la Rapée - 75596 PARIS Cedex - France

› BRIEF BIOGRAPHY

Olivier Gavalda holds a Master's degree in Econometrics and a DESS Arts and Metiers in organisation / computer science and has spent his entire career at Crédit Agricole. In 1988 he joined Crédit Agricole du Midi where he was Organisation Project Manager, then Branch Manager, then Training Manager and finally Head of Marketing. In 1998, he joined Crédit Agricole in Ile-de-France as Regional Manager. In 2002, he was appointed Deputy General Manager of Crédit Agricole Sud Rhone-Alpes responsible for Development and Human Resources. On 1 January 2007, he was appointed Chief Executive Officer of Crédit Agricole in Champagne Bourgogne. In March 2010, Olivier Gavalda became Head of the Regional Banks Division within Crédit Agricole S.A. In 2015, he was appointed Deputy General Manager responsible for the Development, Client and Innovation Division of Crédit Agricole S.A. Since 4 April 2016, he has been Chief Executive Officer of the Crédit Agricole Paris and Paris Region Regional Bank division.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Nicole GOURMELON

› BORN IN 1963

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2016

END OF TERM OF OFFICE | 2019 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Member of the Risk Committee

Business address: CRCAM Atlantique Vendée- Route de Paris la garde - 44949 Nantes Cedex 9

› BRIEF BIOGRAPHY

A graduate of the Institut technique de Banque, Nicole Gourmelon has spent all of her career at the Crédit Agricole Group. She held several executive positions at Caisse régionale du Finistère from 1982 to 1998, before joining Caisse régionale de Charente Périgord in 1999 as head of Business Development, Corporate Affairs, Marketing and Client Communication. From 2002 to 2004, she was head of Finance, Strategic Marketing and Communication for the Caisse régionale d'Aquitaine, then Deputy General Manager of the Caisse régionale de Normandie from 2004 to 2008. She was Deputy General Manager of PREDICA from 2009 to 2010 before being appointed Chief Executive Officer of Caisse régionale de Normandie in 2011. She also holds various positions and responsibilities within the national bodies of the Crédit Agricole Group as a member of Committees and in several Group subsidiaries Since January 1, 2019, she has held the position of Director General of Regional Banks Atlantique-Vendée.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Françoise GRI

› BORN IN 1957

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2017

END OF TERM OF OFFICE | 2020 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Member of the Risk Committee

Business address: 12, place des Etats Unis - 92127 Montrouge Cedex - France

› BRIEF BIOGRAPHY

A graduate of the National School of Computer Science and Applied Mathematics of Grenoble, Françoise Gri began her career within the IBM group in 1981 and became Chairwoman and Chief Executive Officer of IBM France in 2001. In 2007, she joined Manpower and held the position of Chairwoman and Chief Executive Officer of the French subsidiary, before becoming Executive Vice President of the Southern Europe area of ManpowerGroup (2011). An accomplished leader with extensive international experience, she then joined the Pierre & Vacances-Center Parcs Group as Chief Executive Officer (2012-2014). An Independent Director, she has expertise in the fields of IT and corporate social responsibility.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Luc JEANNEAU

› BORN IN 1961

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2017

END OF TERM OF OFFICE | 2020 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Member of the Compensation Committee and the Appointments and Governance Committee

Business address: CRCAM Atlantique Vendée - Route de Paris la Garde - 44949 Nantes cedex 9

› BRIEF BIOGRAPHY

Luc Jeanneau has been at the head of a farming business on the island of Noirmoutier since 1985. In 1990, he became Director of the Crédit Agricole Local Bank in Noirmoutier, then, in 1993, Director of Caisse Régionale de la Vendee, and Director of Caisse Régionale Atlantique Vendée, where he has acted as Deputy Chairman in 2010. He has been its Chairman since 1 April 2011. At the same time he holds various positions and responsibilities within the Crédit Agricole Group, in particular as a member of the Group's commissions or committees, and holds several offices within the Group's subsidiaries.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Anne-Laure NOAT

› BORN IN 1964

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2014

END OF TERM OF OFFICE | 2020 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Chairwoman of the Audit Committee and the Compensation Committee and member of the Risk Committee

Business address: Europgroup Consulting- Tour Vista - 52/54 quai de Dion Bouton - 92800 Puteaux - France

› BRIEF BIOGRAPHY

An agronomic engineer and graduate of Institut national agronomique Paris Grignon (1983) and the ESSEC business school (1988), Anne-Laure Noat began her career at Crédit Lyonnais in Japan in 1988. She joined Eurogroup Consulting in 1990 where she has been a partner since 2000, head of development of the Transportation sector, and associate HRD since September 2012 and a member of the EXCOM since 2018. She develops Eurogroup Consulting's business in the transportation and logistics sectors, notably as regards industry policy, strategic projects and industrial and managerial performance. She also specialises in corporate governance consulting: corporate-function performance (legal, communication, HR), business strategy, forward management of jobs and skills, steering and management control, change management and corporate project deployment and is in charge of the Responsible Company and Economy practice.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group and whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Catherine POURRE

› BORN IN 1957

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2017

END OF TERM OF OFFICE | 2021 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Member of the Audit Committee and the Risk Committee

Business address: 12, place des Etats Unis - 92127 Montrouge Cedex - France

› BRIEF BIOGRAPHY

A graduate of the ESSEC business school and a Certified Accountant, with a degree in business law from the Catholic University of Paris, Catherine Pourre has extensive experience in audit and organisation consulting, particularly as a partner at PricewaterhouseCoopers (1989-1999) then at Cap Gemini Ernst & Young France, where she became Executive Director in 2000. She joined Unibail-Rodamco from 2002 as Deputy General Manager. She carried out various executive management functions as member of the Executive Committee then member of the Management Board. She is currently a corporate officer within various companies in France and Luxembourg.

› OFFICES HELD AT 31 DECEMBER 2018

In companies outside Crédit Agricole Group whose shares are admitted for trading on a regulated market

In companies outside Crédit Agricole Group and whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

François THIBAULT

› BORN IN 1955

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2010

END OF TERM OF OFFICE | 2019 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Member of the Risk Committee

Business address: CRCAM Centre Loire- 8 allée des Collèges - 18000 Bourges

› BRIEF BIOGRAPHY

An agricultural engineer, farmer and viticulturist by profession, François Thibault is a long-standing elected member of Crédit Agricole's working bodies. Chairman of the Cosne-sur-Loire (Nièvre) Local Bank from 1991 to 1996, when he became Director, later Chairman, of Caisse régionale Centre Loire. He also holds several responsibilities within the Group's national bodies in particular, as the Chairman of Federal Committees and within specialised subsidiaries.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group and whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Odet TRIQUET

› BORN IN 1962

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2018

END OF TERM OF OFFICE | 2021

Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Business address: CRCAM Touraine Poitou- 18 rue Salvador Allende - 86 008 POITIERS cedex

› BRIEF BIOGRAPHY

Odet Triquet has been running a farm specializing in cereals and goat farming since 1989. He joined the Crédit Agricole Group in 1992 as a director of the Crédit Agricole regional bank in Civray. He became its Chairman in 1997, The same year he became a director of the Crédit Agricole regional banks in Touraine and Poitou. He was appointed Vice-Chairman of the Regional bank in 2000 and then Chairman in March 2012. He also holds several responsibilities within the Group's national bodies in particular, on Federal Committees and within Group subsidiaries.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are listed on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Jean-Pierre VAUZANGES

› BORN IN 1957

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2013

END OF TERM OF OFFICE | 2020 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Director

Member of the Audit Committee

Business address: CRCAM Ile-et-Vilaine- 4, rue Louis Braille - 35136 Saint-Jacques de La Lande - France

› BRIEF BIOGRAPHY

A civil engineer specialising in maritime engineering with a Master's degree in general physics and a graduate of the INSEAD business school, Jean-Pierre Vauzanges began his career as a design engineer at Chantiers du Nord et de la Méditerranée. In 1995, he joined AGF Group as Deputy General Manager of Mondial Assistance France, becoming Chief Executive Officer two years later, then Chairman at the same time as being appointed Chairman of GTS Télé-assistance. In 2002, he was headhunted by Groupama where he worked in management roles in Normandy, then in Rhône-Alpes-Auvergne. He joined the Crédit Agricole Group in 2004 as Deputy General Manager of Pacifica in charge of operations and was appointed Chairman of the Eurofactor Management Board in 2007. He then joined the Crédit Agricole S.A. Executive Committee in September 2008 to take over the Regional Banks business. In 2010, he became Chief Executive Officer of Caisse régionale de Charente-Périgord, then, in 2014, he became Chief Executive Officer of Caisse régionale d'Ille-et-Villaine.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are listed on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Permanent representative of CRCAM Charente-Perigord: Charente Perigord Expansion (2014)

Paul CARITE

› BORN IN 1961

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2018

END OF TERM OF OFFICE | 2021 | Holds one share in the Company

Office held in Crédit Agricole CIB in 2018: Non-voting Director

Business address: CRCAM Sud Méditerranée - 30, rue Pierre Bretonneau - 66832 Perpignan

› BRIEF BIOGRAPHY

Paul Carite graduated from Toulouse Business School and began his career in 1986 at Société Générale. He joined the Crédit Agricole du Lot et Garonne in 1991 where he was appointed Head of Corporate Market Services, IAA and Public Corporations. He then moved to the Crédit Agricole Regional Bank of Gironde as Director of the Corporate Market Services, Public Bodies, Agriculture and Professionals. Between 2001 and 2005, Paul Carite was Director of Business and Private Management and then Director of Distribution for Crédit Agricole Regional Bank of Aquitaine. In 2006, he became Director of the Corporate Bank for LCL, then became a member of the Executive Committee responsible for the Corporate Bank and its cash management businesses. In 2011, he became Chief Executive Officer of the Guadeloupe Regional Bank. Since 2016, Paul Carite has been the Chief Executive Officer of the Crédit Agricole Mutuel Sud Méditerranée Regional Bank.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group whose shares are listed on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

Jacques DUCERF

› BORN IN 1952

NATIONALITY | French

DATE OF FIRST APPOINTMENT | 2016

END OF TERM OF OFFICE | 2019 | Does not hold any shares in the Company

Office held in Crédit Agricole CIB in 2018: Non-voting Director

Business address: CRCAM Centre Est- 1 rue Pierre de Truchis de Lays - 69410 Champagne au Mont d'Or - France

› BRIEF BIOGRAPHY

Graduate of the ESLSCA business school (1974), Jacques Ducerf has been Chairman of the Ducerf Group, a family-run group specialising in timber, since 1993. In 2000, he became Director of the Crédit Agricole Local Bank in Charolles, then, in 2011, Chairman of the Saône-et-Loire delegation. He has been the Chairman of Caisse régionale de Crédit Agricole Centre Est since 2013. He also holds several responsibilities within the Group's national bodies in particular, on Federal Committees and within Group subsidiaries.

› OFFICES HELD AT 31 DECEMBER 2018

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group and whose shares are admitted for trading on a regulated market

In other companies outside Crédit Agricole Group

› OFFICES HELD DURING LAST FIVE YEARS

In companies of Crédit Agricole Group

In companies outside Crédit Agricole Group

1.3.2 Shares held by the Directors

The Directors appointed by the General Meeting of Shareholders must own at least one share in accordance with the provisions of the Articles of Association.

1.3.3 Ethics, conflicts of interest, and privileged information

In accordance with the Rules of Procedure of the Board of Directors, in the performance of their duties, directors and members of the Executive Management are bound by a number of rules, including the Rules of Procedure of the Board (see article 3 partially reproduced below).

EXTRACT FROM THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS, ARTICLE 3

"Directors ensure that the principles and best corporate governance practices set out in this article are respected, in particular to promote the quality of the work of the Board of Directors.

[..]

Directors endeavour to preserve, in all circumstances, their independence and freedom of judgement, decision and action. They must remain impartial and not let themselves be influenced by any element outside the corporate interest that is their duty to defend;

They undertake to inform the Board of any change in their personal or professional situation that could call into question the conditions of their appointment relating in particular to their reputation, availability or independence of mind.

They make all recommendations they believe could improve the operating procedures of the Board. They collectively endeavour to ensure that the tasks of the Board of Directors are carried out efficiently and smoothly.

They act in good faith and do not take any initiative that could harm the interests of the Company or other group entities. They alert the Board to any information in their possession that would not be in the interests of the Company. They are bound by a duty to express their questions and opinions In the event of disagreement, they ensure that these are explicitly recorded in the minutes of the deliberations.

In addition, they inform the Board of any potential conflict of interest situation, including potential ones, in which they could be exposed directly or indirectly. They abstain from participating in decision-making on such matters.

In general, directors are bound by the obligations applicable to them in accordance with the French Monetary and Financial Code and the General Regulations of the French financial markets authority (Autorité des Marchés Financiers, AMF), notably regarding the use and disclosure of confidential and/ or privileged information and conflicts of interest.

Directors respect the total confidentiality of the information they receive or which is exchanged during the discussions in which they participate within the framework of the Board of Directors or its Committees, as well as the confidentiality of the decisions taken.

For the record, members of the Board of Directors must abstain from using privileged information, on their own behalf or on behalf of others, either directly or indirectly, to acquire or sell, or attempt to acquire or sell financial instruments to which this information relates as long as the information has not been made public. In particular, if in the exercise of their office as director they obtain privileged information on the Company, they are prohibited from using such information to carry out, or have a third party carry out, any transactions in the Company's financial instruments.

Since directors hold information on the financial results of the Company and, consequently, indirectly on Crédit Agricole S.A., in accordance with the rules of the Crédit Agricole Group SA, they must limit any transactions in Crédit Agricole S.A. securities to each six-week period following the publication of the annual, half-yearly and quarterly results, as long as they are not privy to any inside information during these periods. In addition, the Company could prohibit trading in any Crédit Agricole S.A. financial instruments, including during authorised periods, as well as in any financial instruments that would be the subject of privileged information within the framework of the meetings of the Board of Directors or one of its Committees (strategic operations, acquisition operations, creation of joint ventures, etc.).

Directors are required to declare to the Conflicts Management Group within the Compliance Department of the Company, on behalf of themselves and all persons closely related to them, all transactions carried out on any financial instruments, except those issued by or linked to the Company or to Crédit Agricole S.A., that they believe may create a potential conflict of interest or contain confidential information that may be qualified as privileged and acquired in the course of their duties as a director of the Company.

Moreover, when directors are no longer in a position to perform their duties in accordance with the provisions of this article due to their own action or for any other reason including the rules of the Company in which they carry out their duties, they must inform the Chairman of the Board of Directors, seek solutions to remedy the situation and, failing that, take the personal consequences from carrying out their duties."

To Crédit Agricole CIB's knowledge, there is no potential conflict of interest between the duties of members of the Board of Directors and Management Board with respect to Crédit Agricole CIB and their private interests.

Crédit Agricole CIB's Board of Directors and Management Board include Corporate Officers of companies (including Crédit Agricole Group companies- regional Banks of Crédit Agricole or Crédit Agricole S.A.) with which Crédit Agricole CIB has commercial relationships. This may be a source of potential conflicts of interest. This composition, as mentioned previously, results from the desire to reflect the capital structure of Crédit Agricole CIB, over 99% of which is controlled by the Crédit Agricole Group. For your information Crédit Agricole CIB is affiliated with the Crédit Agricole network and that Crédit Agricole S.A. acts as a central entity in accordance with the provisions of article L511-31 of the Monetary and Financial Code.

There is no service contract that binds the members of the administrative or management bodies to Crédit Agricole CIB or to any of its subsidiaries and that provides for the granting of benefits under this agreement.

To the best of the Company's knowledge, to date, no convictions for fraud, bankruptcy, receivership or liquidation have been filed in the last five years against any member of the administrative bodies or the management of Crédit Agricole CIB.

Has knowledge of the society, no member of Crédit Agricole CIB's administrative or management bodies has been prevented by a court from acting in that capacity or from intervening in a management or executive capacity in the activities of a listed company during the last five years.

1.3.4 Transactions carried out on the securities of the Company

The Company shares were not listed on a regulated market, provisions of Article L. 621-18-2 of the French Monetary and Financial Code are not applicable to the Company accordingly.

For 2018, the Company has no knowledge of the existence of transactions conducted on their own account by the persons referred to in Article L. 621-18-2 of the French Monetary and Financial Code and relating to debt securities of the Company or related derivatives or other financial instruments.

Information on the ownership structure at 31 December 2018 is provided in Note 6.17 to the consolidated financial statements on pages 383 and 384.

1.3.5 Conventions referred to in Article L. 225-37-4-2° of the French Commercial Code

In accordance with the provisions of Article L. 225-37-4-2° of the French Commercial Code, to the best of the Company's knowledge, no agreement has been reached, directly or by any intermediary during 2018 financial year, between:

except in cases where agreements relating to current transactions exist and have been concluded under normal conditions.

1.4 COMPENSATION POLICY

1.4.1 General principle underlying the compensation policy

Crédit Agricole CIB has established a responsible compensation policy that aims to reflect its values while respecting the interests of all the stakeholders, be they employees, clients or shareholders. In light of the specific characteristics of its business lines, its legal entities, and national and international legislation, Crédit Agricole CIB strives to develop a compensation system that provides its employees with a competitive reward relative to its market benchmark in order to attract and retain the talent it needs. Benchmarking exercises against other financial groups are regularly carried out for this purpose.

Compensation awards, particularly variable ones, aim to reward individual and group performance over time while promoting sound and effective risk management.

The compensation policy's objective is to compensate employees fairly and appropriately based on their contribution to Crédit Agricole CIB's success and the levels of service and performance provided to clients. Consequently, the compensation policy has been built to avoid conflicts of interest and moreover to ensure that employees do not put their own interests or those of Crédit Agricole CIB before those of their clients.

The Crédit Agricole CIB compensation policy contributes to compliance with the risk appetite statement and framework approved by its governing bodies.

The Crédit Agricole CIB compensation policy is also part of a highly regulated environment that is specific to the banking sector. In general, Crédit Agricole CIB ensures the compliance of its compensation policy with the national, European and international legal and regulatory environment in effect. In particular, it complies with the provisions of the following regulations:

The compensation policy was approved by the meeting of the Crédit Agricole CIB Board of Directors on 31 October 2018.

1.4.2 Total compensation

The total compensation paid to employees of the Crédit Agricole CIB Group comprises the following elements:

All or part of this package may be offered to each employee, according to their level of responsibility, skills, performance and location.

A - FIXED COMPENSATION

Fixed compensation rewards employees for the responsibilities entrusted to them, as well as the competencies used to exercise them, in a manner that is consistent with the specificities of each business line in their local market.

These responsibilities are defined by a remit and contributions, an echelon within the organisation and a profile of expected skills and experience.

Fixed compensation is determined in proportions such that it is possible to not award variable compensation in the event of insufficient performance.

Employees' fixed compensation is increased according to changes in their responsibilities and their proficiency in their role, which is assessed through the annual performance appraisal on the basis of the fulfilment of objectives and contributions to the role.

When an employee is given a new role, the change in responsibilities is taken into account when determining the fixed compensation. Fixed compensation is made up of the base salary, as well as of any other stable, recurring compensation component that is not performance-based in any way.

B - ANNUAL INDIVIDUAL VARIABLE COMPENSATION

Variable compensation is directly linked to individual and collective annual performance. Individual performance is assessed based on the achievement of qualitative and quantitative targets set at the start of the financial year and includes an assessment of the way in which the employee acts in the client's interest. In general terms, respect for internal and external procedures and rules is a key criteria for assessing performance.

Collective performance is based on the determination of a firm wide envelope which is then broken down by business activity. This envelope is defined in a way which does not limit the capacity of Crédit Agricole CIB to strengthen its equity capital as required. It takes all risks into account, including liquidity risk, as well as the cost of capital, in compliance with regulatory principles.

Variable compensation is made up of the bonus, as well as of any other individual compensation component linked to performance, including guaranteed variable compensation.

♦ 1 - Composition of compensation pools

Crédit Agricole CIB's total envelope for variable compensation is determined according to its capacity to fund its bonuses (the Contribution) and by setting a pay-out ratio.

The Contribution is determined using the following formula, on the basis of the standard accounting definitions:

Net Banking Income (NBI) - direct and indirect expenses excluding bonuses - cost of risk - cost of capital before taxes;

NBI are calculated net of liquidity costs.

The cost of risk is understood to be the provisions for default Cost of capital, used to take into account the return on equity specific to an activity, is calculated by applying the following formula:

Once the financing capacity has been determined, Crédit Agricole CIB defines a pay-out ratio, which depends on:

♦ 2 - Individual compensation allocations

Bonuses are funded with envelopes allocated for each business line. The individual allocation to employees is decided in a discretionary manner by the line management on the basis of an overall assessment of their individual and collective performance, taking into account quantitative and qualitative considerations.

In order to prevent any risk of conflict of interests and disregard for the client's interests, there is no direct and automatic link between the level of an employee's commercial and financial results and the level of his/her variable compensation.

The decision-making process for individual bonus awards takes into account employees' behaviour that is non-compliant with rules and procedures as well as risk limits, within the framework of the rules and methods defined by Crédit Agricole CIB. Decisions affecting individual variable compensation for employees with noted high-risk behaviour are subject to annual review by Executive Management. In certain cases, other variable compensation components are awarded in addition to the bonus, as is the case for senior executives.

♦ 3 - Guaranteed variable compensation

Awarding guaranteed variable compensation is only authorised for recruitments and for a duration that cannot exceed one year. On recruitment, the variable compensation allocated by the previous employer and definitively lost when the employment contract ends may also be allocated.

Retention bonuses may exceptionally be granted for a pre-determined period of time in certain specific cases (for example, in the event of the restructuring, winding-up or transfer of a business line). Guaranteed variable compensation awards are subject to the applicable payment rules for the performance year and may lead to deferred payment.

♦ 4 - Limitation on variable compensation

A variable compensation award in respect of a performance year is limited to the amount of the fixed compensation for all employees. This cap may be raised each year to twice the amount of the fixed compensation by decision of the General Meeting of Crédit Agricole CIB.

♦ 5 - Payment conditions for the variable compensation

Above a certain threshold, the variable compensation is broken down into a non-deferred portion and a portion deferred in thirds over a three-year period.

The deferred portion vests over a period of three years as follows: 1/3 in year N+1, 1/3 in year N+2 year and 1/3 in year N+3 relative to the awarding year (N), subject to meeting the vesting conditions:

The deferred variable compensation and part of the non-deferred variable compensation are allocated in the form of Crédit Agricole S.A. shares or equity-linked instruments.

If it is discovered, within 5 years after the payment, that a beneficiary: (i) is partly or fully responsible for significant losses to the detriment of Crédit Agricole CIB or its clients or (ii) is responsible for a serious breach of the internal or external rules and procedures, Crédit Agricole CIB reserves the right, subject to any local law in force, to demand the return of all or part of the sums already paid. Any hedging or insurance strategy that seeks to limit the scope of the risk alignment provisions contained in the compensation system is prohibited.

Identified staffs are subjected to a specific system.

♦ 6 - Variable compensation of employees whose activities are subject to a mandate (french banking law, volcker rule, etc.)

Variable compensation is awarded so as not to reward or encourage prohibited trading activities, but may reward the generation of revenue or the supply of services to clients and therefore must comply with internal policies and procedures, including the Volcker rule compliance manual.

Among other things, individual performance bonuses are based on an assessment of the attainment of pre-defined, individual and collective targets, which are set for employees in strict compliance with the terms of the mandate managed.

Quarterly checks are carried out by the Risk Management Department and by the Market Activities Department to ensure that the terms of office are correctly applied.

During the end of year assessments, the management assesses the performance of employees in light of the targets set at the start of the year, including compliance with trading mandates. This assessment takes into account conduct that is not compliant with internal rules and procedures, and in particular noncompliance with mandates.

♦ 7 - Variable compensation program for the control functions

In order to prevent potential conflicts of interests, the compensation of control function personnel is set independently of the compensation of the personnel employed by the business lines for which they validate or review the operations. The objectives set for control function personnel and the budgets used to determine their variable compensation must not take into account the criteria concerning the results and economic performances of the business area that they monitor. Their variable compensation envelops as well as their individual award will be defined according to market practices. The Crédit Agricole CIB Compensation Committee, as part of its remits, ensures compliance with the principles for determining the compensation of the risk and compliance managers.

C - COLLECTIVE VARIABLE COMPENSATION

In addition, for many years, it has been Crédit Agricole CIB's policy to share its results and performance collectively with its employees. For this purpose, a collective variable compensation system (discretionary and mandatory profit sharing) has been set up in France. Similar systems that provide all members of staff with a share of the results have been set up within certain entities abroad.

D - LONG-TERM VARIABLE COMPENSATION

This component of variable compensation unifies, motivates and increases loyalty. It complements the annual variable compensation mechanism by rewarding the long-term collective performance of the Group.

It is composed of differentiated systems according to the level of responsibility in the Company:

E - RETIREMENT, DEATH AND DISABILITY, HEALTH

Depending on the country and market practices, Crédit Agricole CIB promotes a wide range of employee benefits allowing:

F - BENEFITS IN KIND AND OTHER FRINGE BENEFITS

In some cases, the total compensation also includes benefits in kind. These are mainly:

These elements may be supplemented according to country by various plans aimed at providing a stimulating work environment and a work-life balance.

1.4.3 Governance of the compensation policy

Crédit Agricole CIB's compensation policy is reviewed annually by its Executive Management, on the basis of a proposal by the Human Resources Department and in accordance with Crédit Agricole S.A. Group's compensation policy guidelines. The compensation policy is approved by the Board of Directors, on the recommendation of the Compensation Committee.

In accordance with Group policy principles, the Human Resources Department links Control functions to risk analysis in the management of compensation, particularly as regards definition of identified staff, compliance with regulatory standards and monitoring of high-risk behaviour.

The Group's Internal Audit performs an annual and independent audit of the implementation of the compensation policy.

1.4.4 Compensation of identified staff

Consistent with the Group's general principles, the compensation policy applicable to identified staff is part of a strict regulatory environment (CRD4) that imposes requirements in the structure of their compensation.

The category of identified staff includes employees who, by virtue of the positions held, are likely to have a significant impact on the risk exposure of Crédit Agricole CIB.

The determination of employees as identified staff is made through a joint process between Crédit Agricole CIB and Crédit Agricole S.A. and between Human Resources functions and various Control functions. This process is reviewed annually.

Furthermore, Crédit Agricole CIB's entities outside France may be subject to more stringent local regulations.

A - SCOPE

Within Crédit Agricole CIB, the following, in particular, are included within the scope of the identified staff:

Moreover, employees may also be deemed to be risk-takers at subsidiary level under local regulations.

B - ADJUSTMENTS MADE TO THE COMPENSATION POLICY FOR IDENTIFIED STAFF

♦ 1 - Rules for the compensation of identified staff

Pursuant to its regulatory obligations, the main features of Group compensation policy for identified staff are:

♦ 2 - Deferred vesting rules

Individual variable compensation comprises two separate parts:

The system set up promotes staff members' involvement in the medium-term performance of Crédit Agricole CIB and risk control. In practice, due to the proportionality principle, members of staff for whom the variable share of compensation is below a threshold defined at Group level are excluded from the scope of the deferred vesting rules, unless otherwise required by local regulators in the countries where Crédit Agricole CIB does business.

The deferred portion varies depending on the total variable compensation awarded for the financial year. The higher the variable compensation, the higher the deferred portion of the total variable compensation.

The vesting conditions are as follows: vesting in thirds over three years following the allocation and subject to the same vesting conditions (presence, performance, risks).

In the interests of consistency and alignment with the overall performance of the Company, a deferred variable compensation system also applies to Crédit Agricole CIB employees who do not fall in the category of identified staff.

♦ 3 - Payments in securities or equivalent instruments

For identified staff, payment in shares or equivalent instruments represents:

Accordingly, at least 50% of the variable compensation of identified staff is awarded in shares or equivalent instruments.

Payments are made at the end of a holding period, in accordance with the regulations. This holding period, which is defined at the Crédit Agricole S.A. Group level, is six months.

Any hedging or insurance strategy that seeks to limit the scope of the risk alignment provisions contained in the compensation system is prohibited.

1.4.5 Compensation of senior executives-executive corporate officers

The compensation policy applicable to management and Executive and non-Executive Corporate Officers and Executive Corporate Officers of Crédit Agricole CIB falls within the framework of the compensation policy for management at Crédit Agricole S.A..

A - GENERAL COMPENSATION PRINCIPLES

The compensation policy for the members of Crédit Agricole CIB's Executive Management is approved by the Board of Directors on the basis of a proposal by the Compensation Committee. This policy is reviewed annually by the Board of Directors in order to take into account changes in the competitive environment and context. It is consistent with the compensation policy applicable to all Crédit Agricole S.A. Group's executive managers. This principle makes it possible to bring together the Group's major stakeholders around common, shared criteria.

In addition, the compensation of members of Crédit Agricole CIB's Executive Management complies with:

Pursuant to a proposal by the Compensation Committee, each year the Board of Directors reviews the compensation components for members of the Executive Management, with the principal objective of recognising long-term performance.

B - FIXED COMPENSATION

Pursuant to a proposal of the Crédit Agricole CIB Compensation Committee, the Board of Directors establishes the fixed compensation of Crédit Agricole CIB's Executive Management, taking into account:

In accordance with the AFEP-MEDEF Code recommendations (paragraph 23.2.2), a review will be carried out on the fixed compensation of Executive Corporate Officers only after relatively long maturities, unless a change in the scope of the supervisory duties justifies a re-examination of the fixed compensation.

When a new Executive Corporate Officer is appointed, his or her compensation will be determined by the Board of Directors, either in accordance with the principles and criteria approved by the General Meeting or in accordance with the existing practices for officers exercising similar functions, adapted where applicable when the person takes up new functions or a new office with no equivalent in respect of the preceding period.

C - VARIABLE COMPENSATION

♦ 1 - Annual variable compensation

Each year, the Board of Directors, on the recommendation of the Compensation Committee and subject to the approval of the General Meeting, determines the amount of the variable compensation due for the financial year ended 31 December for each of the Executive Corporate Officers.

The variable compensation policy for the members of Executive Management is specifically aimed at:

For each member of Executive Management, the annual performance bonus is based 50% on quantifiable criteria and 50% on qualitative criteria, thereby combining recognition of overall performance with a balance between financial and manage real performance. At the recommendation of the Compensation Committee, the Board of Directors approves the quantifiable and qualitative criteria proposed.

The performance bonus may reach the target level in the event of achieving all the financial and nonfinancial objectives and may reach the maximum level in the event of exceptional performance. The target and maximum levels are expressed as a percentage of the fixed salary and are defined by the Board of Directors for each member of Crédit Agricole CIB's Executive Management.

A Long-Term Incentive can be added to this bonus for Executive Managers of the Crédit Agricole S.A. Group, in order to encourage sustainable performance beyond the financial results and strengthen its relationship with compensation, with a special focus on the impact on society. It is awarded following managerial assessment and is an integral part of the variable compensation subject to the approval of the Board of Directors.

In accordance with the AFEP-MEDEF Code (paragraph 23.2.3), the variable compensation is capped and may not exceed the maximum levels set out in the compensation policy.

♦ 2 - Vesting conditions for the annual variable compensation

The deferred part of the annual variable compensation, which can represent 40% to 60% of the amount awarded, is paid in the form of instruments indexed on the performance of the Crédit Agricole S.A. share, the vesting of which depends on three targets being met: one linked to performance, a second depends on service within the Group and a third on the absence of risky behaviour. The performance condition in the Crédit Agricole CIB deferred plan is linked to the attainment of a Net Income target by Crédit Agricole CIB.

The performance condition in the long-term incentive plan for directors of the Crédit Agricole S.A. group itself depends on three targets:

1. the intrinsic financial performance of Crédit Agricole S.A., defined as Crédit Agricole S.A. operating income growth;

2. the relative performance of the Crédit Agricole S.A. share compared with a composite index of European banks;

3. the societal performance of Crédit Agricole S.A. measured by the FReD index.

For each criterion, vesting may vary from 0% to 120%. Each criterion accounts for one-third of the achievement of the performance condition. For each year, the achievement of the performance condition is the average percentage vested for each criterion, which is capped at 100%.

The non-deferred portion of the total annual variable compensation, which can represent 40% to 60%, is paid in part at the award date (subject to the approval of the General Meeting) and in part after a six-month holding period, this latter part being indexed to changes in the Crédit Agricole S.A. share price.

D - STOCK OPTIONS - FREE SHARES GRANTED

No Crédit Agricole S.A. stock options have been allocated to Executive Corporate Officers since 2006.

No bonus shares were awarded to Executive Corporate Officers in 2018.

E - OTHER COMMITTMENTS

♦ 1 - Retirement

Within Crédit Agricole CIB, there is an additional closed pension regime, the incremental rights of which are only acquired when the beneficiary finishes their career at Crédit Agricole CIB and are expressed as a percentage of a base called the reference salary which is equal to the average of the last three years of fixed compensation plus the average of the gross bonuses awarded over the last thirty six months (the average of the bonuses being limited to half of the last fixed salary). This defined-benefit pension scheme, enforced by unilateral company decision pursuant to Article L. 911-1 of the French Social Security Code, is subject to management outsourced to a body governed by the French Insurance Code. Funding for the outsourced assets is carried out as necessary by premiums fully funded by the employer and subject to the 24% contribution laid down by Article L. 137-11 of the French Social Security Code.

The benefit of this supplementary pension scheme, which was subject to the regulated agreements procedure and the details of which appear in the Statutory Auditors' special report for the 2016 and 2018 financial year, was taken into account by Crédit Agricole CIB Boards of Directors in the determination of the total compensation of the Executive Corporate Officers. It potentially benefits Messrs François Marion, Deputy Chief Executive Officer, and Régis Monfront, Deputy Chief Executive Officer until 11 July 2018.

With regard to the other Crédit Agricole CIB Executive Corporate Officers with an employment contract with Crédit Agricole S.A., namely: Mr Jean-Yves Hocher, Chief Executive Officer until 31 October 2018; Mr Jacques Ripoll, Chief Executive Officer since 1 November 2018 and Monsieur Jacques Prost, Deputy Chief Executive Officer until 17 June 2018; they potentially benefit from the common supplementary pension regime for directors of the Crédit Agricole group which Crédit Agricole CIB did not join.

Crédit Agricole S.A. joined this regime in January 2010 with the introduction of its pension regulations adopted by a collective bargaining agreement in accordance with article L. 911-1 of the French Social Security Code.

The scheme currently implemented within Crédit Agricole S.A. is a combination of a defined-contribution plan and a defined-benefit plan wherein the rights are the defined-contribution plan:

In any case, on liquidation, the total pension income is capped, for all company pension regimes and basic and complementary obligatory regimes, at 70% of the reference compensation by application of the additional pension regulation for senior executives of Crédit Agricole S.A.

The rights established within the group prior to the effective date of the existing regulation are maintained and are cumulative where appropriate with the rights arising from the application of the existing regulation, especially for the calculation of the paid rent cap.

The reference salary is defined as the average of the three highest gross annual compensations received during the last 10 years of activity within Crédit Agricole entities, including both fixed compensation and variable compensation, the latter being taken into account up to a ceiling of 60% of fixed compensation.

This defined contribution supplementary pension scheme meets the recommendations of the AFEP-MEDEF Code and the provisions of law no. 2015-990 of 6 August 2015 for growth, activity and equality of economic opportunities and of article L. 225-42-1 of the French Commercial Code, regarding the vesting of annual conditional rights in defined contributions supplementary pension schemes:

This pension defined-benefit plan is subject to a management outsourced to a body governed by the Insurance Code. Funding for the outsourced assets is carried out by annual premiums fully funded by the employer and submitted to the 24% contribution laid down by Article L. 137-11 of the French Social Security Code.

♦ 2 - Severance payment

No severance payment due or likely to be due in the event of termination or change of function is expected for the corporate officers of Crédit Agricole CIB. Otherwise, that will be the subject of the regulated conventions procedure.

♦ 3 - Non-competition clause

There are no plans for non-compete clauses for Executive Corporate Officers.

Otherwise, these would be subject to a regulated agreements procedure.

Details relating to a non-compete clause put in place by Crédit Agricole S.A. as part of the employment contract and which will not be financially supported by Crédit Agricole CIB are given in the section concerning Jacques Ripoll.

F - OTHER BENEFITS OF THE EXECUTIVE CORPORATE OFFICERS

Executive Corporate Officers benefit from health cover, life and disability cover and a car benefit.

No other benefits are awarded to Executive Corporate Officers.

INDIVDUALS COMPENSATIONS OF EXECUTIVE CORPORATE OFFICERS

♦ Mr. Jean-Yves Hocher - Chief executive officer from 1 January 2018 to 31 October 2018

► Table 1 - Compensation, shares and stock awarded to Executive Corporate Officers of Crédit Agricole CIB

⁽¹⁾ The compensation shown in this table was awarded for the year indicated for the period corresponding to the term of office. The detailed tables below distinguish between compensation awarded for a particular year and compensation received during the year, in his capacity as corporate officer.
⁽²⁾ No Crédit Agricole S.A. stock options were awarded to corporate officers in 2017 and 2018. No employee performance share plan has been set up within Crédit Agricole S.A. or Crédit Agricole CIB.

► Table 2 - Summary table of gross compensation amounts

► Table 2 bis - Breakdown of deferred variable compensation vested and paid

⁽¹⁾ The share price at the payment date is €15.01 for the deferred variable compensation vested in 2017.
⁽²⁾ The share price at the payment date is €11.97 for the deferred variable compensation vested in 2018.

Mr Jean-Yves Hocher was Chief Executive Officer of Crédit Agricole CIB from 1 December 2010 to 31 October 2018.

With effect from 1 September 2015, Mr Jean-Yves Hocher's corporate office as Deputy Chief Executive Officer of Crédit Agricole S.A. came to an end, leading to the reinstatement of his employment contract, which had been suspended throughout his term of office. Concomitantly with this reinstatement, it was decided, with the agreement of the latter, that his compensation would be fully borne by Crédit Agricole S.A. from this date onwards. This change was approved by the Crédit Agricole CIB Board of Directors on 29 October 2015. Thus, since 1 September 2015, Mr Jean-Yves Hocher has acted as Chief Executive Officer of Crédit Agricole CIB free of charge.

His compensation has therefore been determined by Crédit Agricole S.A. with respect to his employment contract with Crédit Agricole S.A. and reported for information purposes to the Board of Directors of Crédit Agricole CIB.

Crédit Agricole CIB continues to cover only the portion of the variable compensation awarded for periods prior to 1 September 2015.

FIXED COMPENSATION

For the 2018 financial year, Mr Jean-Yves Hocher benefited from fixed compensation of €458,333 (€550,000 on an annual basis), as part of his Crédit Agricole S.A. employment contract.

VARIABLE COMPENSATION

Variable compensation awarded in 2019 for 2018

Given the achievement of financial and non-financial objectives, the amount of the variable compensation for the 2018 financial year awarded to Mr Jean-Yves Hocher was accordingly approved by Crédit Agricole S.A. at €453,700.

This compensation breaks down as follows:

Deferred and conditional variable compensation vested in 2018 (for prior financial years)

In respect of the deferred variable compensation for prior years, €258,542 was vested in 2018 by Mr Jean-Yves Hocher for an amount equal, at the payment date, to €272,543 after indexing the Crédit Agricole S.A. share price (share price as at the payment date: €11.97).

This amount includes:

EXTRAORDINARY COMPENSATION

No extraordinary compensation was awarded or paid for the 2018 financial year.

DIRECTORS' FEES

Mr Jean-Yves Hocher waived receipt of Directors' fees in respect of his positions in the Crédit Agricole S.A. Group companies.

SEVERANCE PAYMENT

No severance benefit was paid to Jean-Yves Hocher during the financial year.

Commitments made by Crédit Agricole S.A., but for which Crédit Agricole CIB has incurred no financial obligation, were made in connection with Mr Jean-Yves Hocher's employment contract with that company.

If his employment contract is subsequently terminated, Mr JeanYves Hocher will receive a severance payment, calculated on a base corresponding to twice the annual gross compensation (excluding benefits in kind) received during the 12 months preceding the termination of his contract, including any other indemnity and, in particular, traditional redundancy pay and any possible non-competition payments.

NON-COMPETITION CLAUSE

No non-competition clause provided for Mr Jean-Yves Hocher in connection with its mandate.

SUPPLEMENTARY PENSION SCHEME

No supplementary pension amount is payable to Mr Jean-Yves Hocher in respect of the exercise of his office during the 2018 financial year.

Mr Jean-Yves Hocher is a beneficiary of the supplementary pension scheme for Crédit Agricole Executive Managers, which supplements the collective and mandatory retirement pension and death and disability schemes in connection with his work contract with Crédit Agricole S.A..

The estimated total of the supplementary pension entitlements, taken together with estimated pensions from the compulsory retirement schemes:

The uncertain entitlements under the defined-benefit supplementary pension scheme are subject to continued employment conditions at retirement and are estimated on the basis of 29 years and 6 months of service recorded on 31 October 2018. At 31 October 2018, there was no increase in the estimated conditional entitlements (expressed as a percentage of the benchmark compensation).

Mr Jean-Yves Hocher's annual and conditional individual supplementary pension entitlements as at 31 October 2018 break down as:

BENEFITS IN KIND

During his term of office, Mr Jean-Yves Hocher was provided with accommodation and a chauffeur-driven car. These benefits were treated as in-kind benefits for tax purposes in accordance with current regulations.

INDIVDUALS COMPENSATIONS OF EXECUTIVE CORPORATE OFFICERS

♦ Mr. Jacques Ripoll - Chief executive officer from 1 November 2018

► Table 1 - Compensation, shares and stock awarded to Executive Corporate Officers of Crédit Agricole CIB

⁽¹⁾ The compensation shown in this table was awarded for the year indicated for the period corresponding to the term of office. The detailed tables below distinguish between compensation awarded for a particular year and compensation received during the year, in his capacity as corporate officer.
⁽²⁾ No Crédit Agricole S.A. stock options were awarded to corporate officers in 2017 and 2018. No employee performance share plan has been set up within Crédit Agricole S.A. or Crédit Agricole CIB.

► Table 2 - Summary table of gross compensation amounts

Mr Jacques Ripoll has been Crédit Agricole CIB Chief Executive Officer since 1 November 2018.

The Board of Directors of Crédit Agricole CIB on 31 October 2018 decided that the position of Crédit Agricole CIB Chief Executive Officer should be unpaid. His compensation is therefore determined by Crédit Agricole S.A. for his employment contract with that company and is reported for information purposes to the Board of Directors of Crédit Agricole CIB.

FIXED COMPENSATION

For the 2018 financial year, Mr Jacques Ripoll benefited from fixed compensation of €166,667 (€1,000,000 on an annual basis), as part of his Crédit Agricole S.A. employment contract.

VARIABLE COMPENSATION

Variable compensation awarded in 2019 for 2018

Given the achievement of financial and non-financial objectives, the variable compensation amount for the 2018 financial year awarded to Mr Jacques Ripoll was accordingly approved by Crédit Agricole S.A. at €141,000.

This compensation breaks down as follows:

EXTRAORDINARY COMPENSATION

No extraordinary compensation was awarded or paid for the 2018 financial year.

DIRECTORS' FEES

Mr Jacques Ripoll waived receipt of Directors' fees in respect of his positions in the Crédit Agricole S.A. Group companies.

SEVERANCE PAYMENT

In connection with his corporate office with Crédit Agricole CIB, Mr Jacques Ripoll is not entitled to any severance pay that will or may be owed in the event his position is terminated or changed.

NON-COMPETITION CLAUSE

In the event of the effective termination of his employment contract with Crédit Agricole S.A., Mr Ripoll may be bound by a non-compete clause for a maximum of one year from the contract termination date. This commitment was duly authorised by the Board Meeting of 31 October 2018 under the terms of article L225-42-1 of the Commercial Code.

SUPPLEMENTARY PENSION SCHEME

No supplemental pension amount is payable to Mr Jacques Ripoll in respect of the 2018 financial year.

Mr Jacques Ripoll is a beneficiary of the supplementary pension scheme for Crédit Agricole Executive Managers, which supplements the collective and mandatory retirement pension and death and disability schemes in connection with his work contract with Crédit Agricole S.A..

The estimated total of the supplementary pension entitlements, taken together with estimated pensions from the compulsory retirement schemes:

As this comes under the defined-benefit plan, the annual vesting of entitlements is conditional on Crédit Agricole CIB's performance conditions, in accordance with Article L. 225-42-1 of the French Commercial Code as amended by Law No 2015-990 of 6 August 2015. The annual vesting of Mr Ripoll's entitlements is therefore subject, in accordance with the Board of Directors' decision of 31 October 2018, to a performance condition corresponding to Crédit Agricole CIB achieving at least 50% of the Net Income, Group Share target for Corporate and Investment Banking (CIB) activities as adjusted:

This condition is deemed met if Crédit Agricole CIB does not achieve this target due to an adverse market environment similarly affecting Crédit Agricole CIB's competitors.

The Board of Directors on 21 March 2019 validated the achievement of the performance condition for the 2018 financial year. The uncertain entitlements under the defined-benefit supplementary pension scheme are subject to continued employment conditions at retirement and are estimated on the basis of 0 years and 4 months of service recorded on the closing date.

Mr Jacques Ripoll's annual and conditional individual supplementary pension entitlements as at 31 December 2018 break down as:

BENEFITS IN KIND

The Company provides Mr Jacques Ripoll with a chauffeur-driven car. This benefit is treated as an in-kind benefit for tax purposes in accordance with current regulations.

♦ Mr. François Marion - Deputy chief executive officer

► Table 1 - Compensation, shares and stock awarded to Executive Corporate Officers of Crédit Agricole CIB

⁽¹⁾ The compensation shown in this table was awarded for the year indicated for the period corresponding to the term of office. The detailed tables below distinguish the compensation awarded for a particular year and the compensation received during the year, in his capacity as corporate officer.
⁽²⁾ No Crédit Agricole S.A. stock options were awarded to corporate officers in 2017 and 2018. No employee bonus share plan has been set up within Crédit Agricole CIB.

► Table 2 - Summary table of gross compensation amounts

⁽¹⁾ Only the Directors' fees paid by the companies referred to in Article L. 225-37-3, paragraph 2, of the French Commercial Code are shown here.
⁽²⁾ Amounts set by Crédit Agricole CIB Board of Directors subject to the approval of the General Meeting of 7 May 2019.

► Table 2 bis - Details of the amounts of the deferred variable compensation vested and paid